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

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) 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 were made, not misleading. The information supplied by the Company and its Subsidiaries for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company, at the time of the Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading, with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.25, no representation or warranty is made by the Company with respect to statements included in the Registration Statement or the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror and its Subsidiaries Merger Sub for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) 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 were made, not misleading. The information supplied by the Company and its Subsidiaries Acquiror for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders of the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Shareholders Target Stockholders Meeting, at the time of the Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Target Stockholders Meeting or the Acquiror Stockholders Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions of this Section 3.25, no representation Effective Time any event or warranty is made information should be discovered by the Company with respect Acquiror or Merger Sub which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent Acquiror or any Merger Sub for inclusion thereinwill promptly inform Target. Notwithstanding the 27.

Registration Statement; Proxy Statement/Prospectus. The Target will ensure that the information supplied by the Company and its Subsidiaries Target for inclusion in the Registration Statement registration statement on Form S-3 pursuant to which the Parent Class A shares of Buyer Common Stock to be issued in the Company Merger will be registered with the SEC (the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company and its Subsidiaries Target for inclusion in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of Target in connection with the meeting of Target's stockholders to consider this Agreement and the Merger (the "Target Stockholders' Meeting") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyTarget, at the time of the Company Shareholders Meeting and Target Stockholders' Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Target Stockholders' Meeting Stockholders' Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions Effective Time any event relating to Target or any of this Section 3.25its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect Target which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion thereinTarget shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by the Company and its Subsidiaries CBSI for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company and its Subsidiaries CBSI for inclusion in the Joint Proxy Statement/Prospectus Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the shareholders of the CompanyCBSI or Claremont, at the time of the Company Shareholders CBSI Shareholders' Meeting and Claremont Shareholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, 9 14 Joint Proxy Statement not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting CBSI or Claremont Shareholders' Meetings which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions Effective Time any event relating to CBSI or any of this Section 3.25its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect CBSI which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion thereinCBSI shall promptly inform Claremont.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement registration statement on Form S-4 pursuant to which the Parent Class A shares of USF Common Stock to be issued in the Company Merger will be registered with the SEC (the "Registration Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company and its Subsidiaries for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders (the "Stockholders' Meeting") to consider this Agreement and the Merger (the "Proxy Statement/Prospectus ") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the Company, at the time of the Company Shareholders Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement with respect to the Company in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Stockholders' Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions of this Section 3.25, no representation or warranty is made by Effective Time any event relating to the Company with respect or any of its Affiliates, officers or directors should become known to statements included the Company which should be set forth in an amendment or supplement to the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion thereinthe Company shall promptly inform USF.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries 3Com for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company and its Subsidiaries 3Com for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyUSR and 3Com, at the time of the Company Shareholders Meeting Stockholders' Meetings and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting Stockholders' Meetings which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions Effective Time any event relating to 3Com or any of this Section 3.25its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect 3Com which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion therein3Com shall promptly inform USR.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company FACO and its Subsidiaries affiliates for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) 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 were made, not misleading. The information supplied by the Company FACO and its Subsidiaries affiliates for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company, at the time of the Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading, with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.254.25, no representation or warranty is made by the Company FACO with respect to statements included in the Registration Statement or the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub the Company for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries Transport for inclusion in the Registration Statement registration statement on Form S-4 pursuant to which the Parent Class A shares of USF Common Stock to be issued issuable in the Company Merger will be registered with the SEC (the "REGISTRATION STATEMENT") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were madeRegistration Statement, not misleading. The information supplied by the Company and its Subsidiaries Transport for inclusion in the Proxy Statement/Prospectus proxy statement (the "PROXY STATEMENT") to be sent to the shareholders of Transport in connection with the meeting of its shareholders to consider this Agreement and the Merger (the "TRANSPORT SHAREHOLDERS MEETING") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders of the CompanyTransport, at the time of the Company Transport Shareholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Transport Shareholders Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions Effective Time any event relating to Transport or any of this Section 3.25its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect Transport which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion thereinTransport shall promptly inform USF.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement registration statement of Parent on Form S-4 pursuant to which the shares of Parent Class A Common Stock to be issued in the Company Merger will be registered with the SEC shall not(the "REGISTRATION STATEMENT") does not and will not contain, at the time the information is supplied and when the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company and its Subsidiaries for inclusion in the Proxy Statementproxy statement/Prospectus shall not, on prospectus (the date the Proxy Statement/Prospectus is first mailed "PROXY STATEMENT") to be sent to the shareholders of the Company in connection with the special meeting of the Company's shareholders to consider this Agreement and the Merger (the "SHAREHOLDERS MEETING") does not and will not, at the time the Proxy Statement is first mailed to shareholders, at the time of the Company Shareholders Meeting and Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.25; provided, however, that no representation or warranty is made by the Company with respect to statements included information related to, or supplied by, the Parent, its affiliates or advisors. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion thereinthe Company shall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company and its Subsidiaries for inclusion in the Joint Proxy Statement/Prospectus Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyCompany or Parent, at the time of the Company Shareholders Stockholders' Meeting and the Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Stockholders' Meeting or the Parent Stockholders' Meetings which has become false or misleading. Notwithstanding If at any time prior to the foregoing provisions Effective Time any event relating to the Company or any of this Section 3.25its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect which should be set forth in an amendment to statements included in the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus based on information supplied by FACO, Parent or any Merger Sub for inclusion therein.the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no