Common use of Proxy Statement/Prospectus, etc Clause in Contracts

Proxy Statement/Prospectus, etc. None of the information relating to Healthdyne or any Healthdyne Subsidiary contained in the Proxy Statement/Prospectus or in any amendment or supplement thereto, at the time the Registration Statement is declared effective, at the time the Proxy Statement/Prospectus is mailed to the shareholders of Healthdyne and Respironics or at the dates of the Shareholders' Meetings of Healthdyne and Respironics to consider the Merger, will 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, in light of the circumstances under which they are made, not misleading. All documents which Healthdyne is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the requirements of applicable law, and all of the information relating to Healthdyne and the Healthdyne Subsidiaries in any document filed with the SEC or any other regulatory agency in connection with this Agreement, the Merger Agreement or the transactions contemplated thereby shall be true and correct in all material respects.

Proxy Statement/Prospectus, etc. None of the Except for information relating -------------------------------- to Healthdyne or any and the Healthdyne Subsidiary contained in Subsidiaries, neither the Registration Statement, the Proxy Statement/Prospectus or in nor any amendment or supplement thereto, at the time the Registration Statement is declared effective, at the time the Proxy Statement/Prospectus is mailed to the shareholders of Healthdyne and Respironics or at the dates of the Shareholders' Meetings of Healthdyne and Respironics to consider the Merger, will 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, in light of the circumstances under which they are made, not misleading. All documents which Healthdyne Respironics is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the requirements of applicable law, and all of the information relating to Healthdyne Respironics and the Healthdyne Subsidiaries its subsidiaries in any document filed with the SEC or any other regulatory agency in connection with this Agreement, the Merger Agreement or the transactions contemplated thereby shall be true and correct in all material respects.

Proxy Statement/Prospectus, etc. None of the information relating -------------------------------- to Healthdyne or any Healthdyne Subsidiary contained in the Proxy Statement/Prospectus or in any amendment or supplement thereto, at the time the Registration Statement is declared effective, at the time the Proxy Statement/Prospectus is mailed to the shareholders of Healthdyne and Respironics or at the dates of the Shareholders' Meetings of Healthdyne and Respironics to consider the Merger, will 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, in light of the circumstances under which they are made, not misleading. All documents which Healthdyne is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the requirements of applicable law, and all of the information relating to Healthdyne and the Healthdyne Subsidiaries in any document filed with the SEC or any other regulatory agency in connection with this Agreement, the Merger Agreement or the transactions contemplated thereby shall be true and correct in all material respects.

Proxy Statement/Prospectus, etc. None of the Except for information relating to Healthdyne or any and the Healthdyne Subsidiary contained in Subsidiaries, neither the Registration Statement, the Proxy Statement/Prospectus or in nor any amendment or supplement thereto, at the time the Registration Statement is declared effective, at the time the Proxy Statement/Prospectus is mailed to the shareholders of Healthdyne and Respironics or at the dates of the Shareholders' Meetings of Healthdyne and Respironics to consider the Merger, will 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, in light of the circumstances under which they are made, not misleading. All documents which Healthdyne Respironics is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the requirements of applicable law, and all of the information relating to Healthdyne Respironics and the Healthdyne Subsidiaries its subsidiaries in any document filed with the SEC or any other regulatory agency in connection with this Agreement, the Merger Agreement or the transactions contemplated thereby shall be true and correct in all material respects.