Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. Each of the Parties (in respect of the information respectively supplied by it) agrees that: (A) none of the information to be supplied by it or its affiliates for inclusion in the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, 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; (B) none of the information to be supplied by it or its affiliates for inclusion in the Joint Proxy Statement will, at the time Cybear's Proxy Statement is mailed to the stockholders of Cybear or as of 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 were made, not misleading and (iii) as to matters respecting it, the Joint Proxy Statement and the S-4 Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Securities Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder, except that no covenant, representation or warranty is made by Cybear with respect to statements made or incorporated by reference therein based on information supplied by New Andrx or Andrx for inclusion or incorporation by reference therein and no covenant, representation or warranty is made by New Andrx or Andrx with respect to statements made or incorporated by reference therein based on information supplied by Cybear for inclusion or incorporation by reference therein.