Common use of Joint Proxy Statement/Prospectus; Registration Statement Clause in Contracts

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror to be included or incorporated by reference in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror or the Company, at the time of the Acquiror Stockholder Meeting and the Company Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that Acquiror makes no representation with respect to any information supplied or to be supplied by the Company for inclusion or incorporated by reference from Company SEC filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror to be included or incorporated

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror the Company or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Acquiror and the Company in connection with the meeting of the Company's stockholders (the "Company Stockholder Meeting") and the meeting of Acquiror's stockholders (the "Acquiror Stockholder Meeting") to consider the Agreement and the Merger (the "Joint Proxy Statement/Prospectus Prospectus") or any amendment thereof or supplement thereto, will, on the date it became becomes effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror or the Companysupplement, at the time of the Acquiror Company Stockholder Meeting and the Company Acquiror Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that Acquiror the Company makes no representation representations with respect to any information supplied or to be supplied by the Company Acquiror for inclusion or incorporated incorporation by reference from Company Acquiror SEC filings Filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror the Company or its Subsidiaries to be included or incorporatedincorporated by reference from Company SEC filings in the registration statement on Form S-4 pursuant to which shares of Acquiror Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), of which the Joint Proxy Statement/Prospectus will form a part, will, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror the Company or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Acquiror and the Company in connection with the meeting of the Company's stockholders (the "Company ------- Stockholder Meeting") and the meeting of Acquiror's stockholders (the "Acquiror ------------------- -------- Stockholder Meeting") to consider the Agreement and the Merger (the "Joint Proxy ------------------- ----------- Statement/Prospectus Prospectus") or any amendment thereof or supplement thereto, will, on -------------------- the date it became becomes effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror or the Companysupplement, at the time of the Acquiror Company Stockholder Meeting and the Company Acquiror Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that Acquiror the Company makes no representation representations with respect to any information supplied or to be supplied by the Company Acquiror for inclusion or incorporated incorporation by reference from Company Acquiror SEC filings Filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror the Company or its Subsidiaries to be included or incorporatedincorporated by reference from Company SEC filings in the registration statement on Form S-4 pursuant to which shares of Acquiror Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), of which the Joint Proxy Statement/Prospectus will form a part, will, at the time the Registration ------------ Statement is declared effective by the SEC, contain any untrue statement of a --------- material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror to be included or incorporated by reference in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror or the Company, at the time of the Acquiror Stockholder Meeting and the Company Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that Acquiror makes no representation with respect to any information supplied or to be supplied by the Company for inclusion or incorporated by reference from Company SEC filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror to be included or incorporatedincorporated by reference from Acquiror SEC filings in the Registration Statement will, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror Harrah's or Merger Sub to be included or incorporated by reference in the Joint ▇▇▇▇▇ Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror Harrah's or the CompanyRio, at the time of the Acquiror Stockholder Harrah's Stockholders' Meeting and the Company Stockholder Rio ▇▇▇▇▇▇▇lders' Meeting and at the Effective TimeEffe▇▇▇▇▇ ▇▇me, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; providedPROVIDED, howeverHOWEVER, that Acquiror Harrah's makes no representation with respect to any information supplied or to be supplied ▇▇▇▇▇▇▇d by the Company Rio for inclusion or incorporated by reference from Company Rio SEC filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror Harrah's or Merger Sub to be included or incorporatedincorporated by reference from Harrah's SEC ▇▇▇▇▇▇▇ in the Registration Statement will, at the time the Regist▇▇▇▇▇▇ ▇tatement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Acquiror Rio or its Subsidiaries to be included or incorporated by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of ▇▇▇▇▇▇'▇ and Rio in connection with the meeting of Rio's stockholders (the "RIO STOCKHOLDERS' MEETING") and the meeting of ▇▇▇▇▇▇'▇ stockholders (the "▇▇▇▇▇▇'▇ STOCKHOLDERS' MEETING") to consider the Agreement and the Merger (the "JOINT PROXY STATEMENT/PROSPECTUS") or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement thereto to the stockholders of Acquiror or the Companysupplement, at the time of the Acquiror Stockholder Rio Stockholders' Meeting and the Company Stockholder ▇▇▇▇▇▇'▇ Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; providedPROVIDED, howeverHOWEVER, that Acquiror Rio makes no representation with respect to any information supplied or to be supplied by the Company ▇▇▇▇▇▇'▇ or Merger Sub for inclusion or incorporated by reference from Company SEC filings in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto. None of the information supplied by Acquiror Rio or its Subsidiaries to be included or incorporatedincorporated by reference from Rio SEC filings in the registration statement on Form S-4 pursuant to which shares of ▇▇▇▇▇▇'▇ Common Stock issued in the Merger will be registered under the Securities Act (the "REGISTRATION STATEMENT"), of which the Joint Proxy Statement/Prospectus will form a part, will, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.