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

Registration Statement; Joint Proxy Statement. None of the --------------------------------------------- information provided by Parent for inclusion in the Registration Statement or the Joint Proxy Statement, at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the AmeriSource Stockholders Meeting or the Parent Stockholders Meeting, will 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, with respect to the portion thereof that relates only to Parent and its subsidiaries, will comply as to form in all material respects with the provisions of the Exchange Act, and the Registration Statement, except for such portion thereof that relates only to AmeriSource and its subsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the provisions of the Securities Act.

Registration Statement; Joint Proxy Statement. None of the --------------------------------------------- information provided by Parent for inclusion in the Registration Statement or the Joint Proxy Statement, at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the AmeriSource Company Stockholders Meeting or the Parent Stockholders Meeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Joint Proxy Statement, in light of the circumstances under which they are were made), not misleading. The Joint Proxy Statement, with respect to except for the portion thereof that relates only to Parent the Company and its subsidiariessubsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the provisions of the Exchange Act, and the Registration Statement, except for such portion thereof that relates only to AmeriSource the Company and its subsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the provisions of the Securities Act.

Registration Statement; Joint Proxy Statement. None of the --------------------------------------------- information provided by Parent for inclusion in the Registration Statement or the Joint Proxy Statement, at the time the Registration Statement becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the AmeriSource Company Stockholders Meeting or the Parent Stockholders Meeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Joint Proxy Statement, in light of the circumstances under which they are were made), not misleading. The Joint Proxy Statement, with respect to except for the portion thereof that relates only to Parent the Company and its subsidiariessubsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the provisions of the Exchange Act, and the Registration Statement, except for such portion thereof that relates only to AmeriSource the Company and its subsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the provisions of the Securities Act.