Common use of Proxy Statement; Registration Statements Clause in Contracts

Proxy Statement; Registration Statements. None of the information regarding ILG or the ILG Subsidiaries or the transactions contemplated by this Agreement provided by ILG specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Registration Statement or the Vistana Registration Statement will, in the case of the definitive Proxy Statement or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and any amendment or supplement thereto, or, in the case of the Registration Statement and the Vistana Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement and the Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by ILG with respect to information provided by Starwood or Vistana specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the Registration Statement.