Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. None of the information provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Registration Statement will, on the date it is declared effective, on the date first published, sent or given to the Company's stockholders and on the date of the Stockholders Meeting, as the case may be, 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 Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply in all material respects with the provisions of the Exchange Act and any other applicable law.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by Company and/or for inclusion or incorporation by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use reference in the proxy statement/prospectus included in the Registration Statement will(the "Proxy Statement/Prospectus"), on the date it is declared effective, on first mailed to holders of Company Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Company Stockholders MeetingMeeting (as defined in Section 4.6(b)), as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided by the Company Parent or Acquisition Sub and/or by its their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Registration Proxy Statement will, on the date it the Proxy Statement is declared effective, on the date first published, sent or given to the Company's stockholders and stockholders, on the date of the Stockholders Meeting, as the case may be, 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 Proxy Materials distributed to the Company's stockholders in connection with the MergerRegistration Statement, including any amendments or supplements thereto, will not, at the time declared effective, at the time mailed to the Company's stockholders, at the time of the Stockholders' Stockholders Meeting, 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 were made, not misleading. Notwithstanding the foregoing, the Company neither Parent nor Acquisition Sub makes no any representation or warranty with respect to any information provided by Parent, Acquisition Sub the Company and/or by their its auditors, legal counsel, financial advisors advisors, or other consultants or advisors specifically for use in the Proxy MaterialsRegistration Statement. The Proxy Materials Registration Statement will comply in all material respects with the provisions of the Exchange Securities Act and any other applicable law.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by the Company and/or for inclusion or incorporation by its auditorsreference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) will, legal counselat the time the Registration Statement is filed with the SEC, financial advisors at any time it is amended or other consultants supplemented or advisors specifically at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by the Company for use inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement will(the “Proxy Statement/Prospectus”), on the date it is declared effective, on first mailed to holders of Company Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Stockholders Company Shareholders Meeting, as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawAct.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the First Merger (the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by Company and/or for inclusion or incorporation by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use reference in the proxy statement/prospectus included in the Registration Statement will(the “Proxy Statement/Prospectus”), on the date it is declared effectivefirst mailed to holders of Company Common Stock, on the date first published, sent or given to the Company's stockholders and on the date of the Stockholders Meeting, as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by Biomatrix for inclusion or incorporation by reference in the Company and/or registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Genzyme Common Stock in the Merger (the "REGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by its auditors, legal counsel, financial advisors Biomatrix for inclusion or other consultants or advisors specifically for use incorporation by reference in the proxy statement/prospectus included in the Registration Statement will(the "PROXY STATEMENT/PROSPECTUS"), on the date it is declared effective, on first mailed to holders of Biomatrix Common Stock and holders of Genzyme Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Biomatrix Stockholders Meeting (as defined in Section 6.8(b)) or the Genzyme Stockholders Meeting] (as defined in Section 6.8(c)), as the case may be, 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 were made, not misleading. The Proxy Materials distributed Statement/Prospectus, insofar as it relates to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact information required to be stated therein or necessary in order to make the statements thereinsupplied by Biomatrix, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically Genzyme for use inclusion in the Registration Statement will, on at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by Genzyme for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date it is declared effective, on first mailed to holders of Biomatrix Common Stock or holders of any series of Genzyme Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Biomatrix Stockholders Meeting or Genzyme Stockholders Meeting, as the case may be, 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 Proxy Materials distributed Statement/Prospectus, insofar as it relates to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact information required to be stated therein or necessary in order to make the statements thereinsupplied by Genzyme, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by the Company and/or for inclusion or incorporation by its auditorsreference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement") will at the time the Registration Statement becomes effective under the Securities Act, legal counsel, financial advisors contain any untrue statement of a material fact or other consultants omit to state any material fact required to be stated therein or advisors specifically necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Company for use inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement will(the "Proxy Statement/Prospectus"), on the date it is declared effective, on first mailed to holders of Company Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Company Stockholders MeetingMeeting (as defined in Section 4.6(b)), as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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 Statement/Prospectus (except for matters which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty relate solely with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials ) will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by Company for inclusion or incorporation by reference in the Company and/or by its auditorsregistration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement") will, legal counsel, financial advisors or other consultants or advisors specifically for use in at the time the Registration Statement willis filed with the SEC, on the date at any time it is declared effective, on amended or supplemented or at the date first published, sent or given to time it becomes effective under the Company's stockholders and on the date of the Stockholders Meeting, as the case may beSecurities 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 were made, therein not misleading. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the "Proxy Materials distributed to Statement/Prospectus"), on the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time date it is first mailed to the Company's stockholders, holders of Company Common Stock or at the time of the Stockholders' MeetingCompany Stockholders Meeting (as defined in Section 4.6(b)), 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply in all material respects with the provisions of the Exchange Act and any other applicable law.state

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the First Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by Company and/or for inclusion or incorporation by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use reference in the proxy statement/prospectus included in the Registration Statement will(the "Proxy Statement/Prospectus"), on the date it is declared effectivefirst mailed to holders of Company Common Stock, on the date first published, sent or given to the Company's stockholders and on the date of the Stockholders Meeting, as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by CGI for inclusion or incorporation by reference in the Company and/or registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of GGD Stock and shares of Genzyme Replacement Preferred Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by its auditors, legal counsel, financial advisors CGI for inclusion or other consultants or advisors specifically for use incorporation by reference in the proxy statement/prospectus included in the Registration Statement will(the "Proxy Statement/Prospectus"), on the date it is declared effective, on first mailed to holders of CGI Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the CGI Stockholders MeetingMeeting (as defined in Section 4.6(b)), as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. (a) None of the information provided supplied or to be supplied by Seller for inclusion or incorporation by reference in the Company and/or registration statement on Form F-4 to be filed with the SEC in connection with the issuance of Parent ADSs in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it 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 to make the statements therein not misleading. None of the information supplied or to be supplied by its auditors, legal counsel, financial advisors Seller for inclusion or other consultants or advisors specifically for use incorporation by reference in the proxy statement/prospectus included in the Registration Statement willrelated to the Seller Stockholder Meeting (as defined in Section 5.6(b)) (the "Proxy Statement/Prospectus"), on the date it is declared effective, on first mailed to holders of Seller Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Stockholders Seller Stockholder Meeting, as the case may be, 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 were made, not misleading. The Proxy Materials distributed Seller will use its best efforts to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting, 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in ensure that the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawthe Securities Act and the rules and regulations of the SEC thereunder.