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

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement will 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. (b) The information to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Company Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Meeting which has become false or misleading. (c) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement will Statement") shall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain SEC, 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. (b) . The information to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders of the Company to consider this Agreement and the Merger (the "COMPANY STOCKHOLDERS MEETINGStockholders Meeting"), will ) shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of the Company, at the time of the Company Stockholders Meeting, Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein in the 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 Stockholders Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, Effective Time any event relating to the Company makes no representation or warranty with respect any of its affiliates should be discovered by the Company which should be set forth in an amendment to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company and its Subsidiaries for inclusion or incorporation by reference in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the 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. (b) . The information to be supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe shareholders of the Company, at the time of the Company Stockholders Meeting, or Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Shareholders Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, Effective Time any event or information should be discovered by the Company makes no representation or warranty with respect which should be set forth in an amendment to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FAFCO.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company and its Subsidiaries for inclusion or incorporation by reference in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will not 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 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. (b) . The information to be supplied by the Company and its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe shareholders of the Company, at the time of the Company Stockholders Meeting, or Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading misleading, with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Shareholders Meeting which has become false or misleading. (c) . Notwithstanding the foregoingforegoing provisions of this Section 3.25, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Tyco, Parent or Merger Subsidiary which is contained statements included in or furnished in connection with the preparation of the Registration Statement or the Proxy Statement/ProspectusProspectus based on information supplied by FACO, Parent or any Merger Sub for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. (a) The information Subject to be supplied by the accuracy of the representations of the Company for inclusion or incorporation by reference in Section 2.14, the Registration Statement pursuant to which the Parent Common Shares to be issued in the merger will not 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 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 included therein, in light of the circumstances under which they were made, not misleading. (b) The . Subject to the accuracy of the representations of the Company in Section 2.13, the information to be supplied by the Company Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Company Stockholders Meeting, or Shareholders' Meeting and at the Effective Time, contain any statement which, which at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall will omit to state any material fact required to be stated therein or necessary in order to make the statements made included therein not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Parent, Merger Sub or any of proxies for their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Company Stockholders Meeting which has become false Registration Statement or misleading. (c) a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Tyco, Parent or Merger Subsidiary the Company which is contained in in, or furnished in connection with the preparation of, any of the Registration Statement or the Proxy Statement/Prospectusforegoing.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company FACO and its affiliates for inclusion or incorporation by reference in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will not 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 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. (b) . The information to be supplied by the Company FACO and its affiliates for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe shareholders of the Company, at the time of the Company Stockholders Meeting, or Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading misleading, with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Shareholders Meeting which has become false or misleading. (c) . Notwithstanding the foregoingforegoing provisions of this Section 4.25, the Company makes no representation or warranty is made by FACO with respect to any information supplied by Tyco, Parent or Merger Subsidiary which is contained statements included in or furnished in connection with the preparation of the Registration Statement or the Proxy Statement/ProspectusProspectus based on information supplied by the Company for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will Statement") shall not contain, at the time the Registration ---------------------- Statement (including any amendments or supplements thereto) is declared effective by the SEC contain SEC, 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 not misleading. The information supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of --------------- the Company in connection with the special meeting of the Company's stockholders to consider this Agreement (the "Stockholders Meeting") shall not, at the time -------------------- the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (b) The information to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Company Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, Effective Time any event relating to the Company makes no representation or warranty with respect any of its affiliates should be discovered by the Company which should be set forth in an amendment to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. (a) The Target will ensure that the information to be supplied by the Company Target for inclusion or incorporation by reference in the registration statement on Form S-3 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement will Statement") 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 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. (b) . The information to be supplied by the Company Target for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of the Company Target in connection with the meeting of the Target's stockholders of the Company to consider this Agreement and the Merger (the "COMPANY STOCKHOLDERS MEETINGTarget Stockholders' Meeting"), will ) shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Target, at the time of the Company Stockholders Target Stockholders' Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein in the 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 Stockholders Target Stockholders' Meeting Stockholders' Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoingEffective Time any event relating to Target or any of its Affiliates, the Company makes no representation officers or warranty with respect directors should be discovered by Target which should be set forth in an amendment to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or a supplement to the Proxy Statement/Prospectus, Target shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. (a) The -------------------------------------------------- information to be supplied by the Company and its Subsidiaries for inclusion or incorporation by reference in the Registration Statement pursuant to which the FACO Common Shares to be issued in the Merger will not 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 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. (b) . The information to be supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe shareholders of the Company, at the time of the Company Stockholders Meeting, or Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading misleading, with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein 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 Stockholders Shareholders Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, Effective Time any event or information should be discovered by the Company makes no representation or warranty with respect which should be set forth in an amendment to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FACO.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in connection with the Merger will be registered under the Securities Act (the "Registration Statement will Statement"), 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 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. (b) . The information to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider this Agreement and the Merger (the "COMPANY STOCKHOLDERS MEETINGCompany Meeting"), will ) shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of the Company, at the time of the Company Stockholders Meeting, or Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein in the 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 Stockholders Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, the Company makes no representation or warranty with respect to any information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or the Proxy Statement/Prospectus.Effective

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of USF Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement will Statement"), 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 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. (b) . The information to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statementproxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of (the Company "Stockholders' Meeting") to consider this Agreement and the Merger (the "COMPANY STOCKHOLDERS MEETINGProxy Statement"), will ) shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of the Company, at the time of the Company Stockholders Meeting, or Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein in the 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 Stockholders Stockholders' Meeting which has become false or misleading. (c) Notwithstanding . If at any time prior to the foregoing, Effective Time any event relating to the Company makes no representation or warranty with respect any of its Affiliates, officers or directors should become known to any information supplied by Tyco, Parent the Company which should be set forth in an amendment or Merger Subsidiary which is contained in or furnished in connection with the preparation of supplement to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform USF.