Common use of PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER INFORMATION Clause in Contracts

PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER INFORMATION. None of the information with respect to Hi/Lo or its Subsidiaries provided by Hi/Lo in writing for inclusion in the Proxy Statement/Prospectus or the Registration Statement (as defined in Section 6.3(a)) will, in the case of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement/Prospectus or any amendments or supplements thereto, and at the time of the Hi/Lo Meeting, or, in the case of the Registration Statement, at the time it becomes effective, 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 Statement/Prospectus, except for such portions thereof that relate only to Discount and its Subsidiaries, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letters to stockholders, notices of meeting, Proxy Statement/Prospectus and forms of proxies to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement/Prospectus."

PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER INFORMATION. None of the information with respect to Hi/Lo or any of the Company and its Subsidiaries provided by Hi/Lo in writing for inclusion to be included in the Proxy Statement/Prospectus or the Registration Statement (as defined in Section 6.3(a)) will, in the case of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the time of the Hi/Lo Company Stockholders Meeting, or, in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or fact, 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 , except that no representation is made by the representing party with respect to information supplied in writing by Qwest, Qwest Subsidiary or any Affiliate thereof specifically for inclusion in the Proxy Statement/Prospectus, except for such portions thereof that relate only to Discount and its Subsidiaries, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letters to stockholders, notices of meeting, Proxy Statement/Prospectus proxy statement and forms of proxies to be distributed to stockholders in connection with this Agreement and the Merger and any schedules required to be filed with the SEC Securities and Exchange Commission in connection therewith are collectively referred to herein as the "Proxy Statement/Prospectus."

PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER INFORMATION. None of the information with respect to Hi/Lo or any of the Company and its Subsidiaries provided by Hi/Lo in writing for inclusion to MERGER AGREEMENT 36 42 be included in the Proxy Statement/Prospectus or the Registration Statement (as defined in Section 6.3(a)) will, in the case of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the same time of the Hi/Lo Company Stockholders Meeting, or, in the case of the Registration Statement, at the time it becomes effective, 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, except that no representation is made by the representing party with respect to information supplied in writing by Qwest, Qwest Subsidiary or any Affiliate thereof specifically for inclusion in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus, except for such portions thereof that relate only to Discount and its Subsidiaries, Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderDGCL. The letters to stockholders, notices of meeting, Proxy Statement/Prospectus proxy statement and forms of proxies to be distributed to stockholders in connection with this Agreement and the Merger and any schedules required to be filed with the SEC Securities and Exchange Commission in connection therewith are collectively referred to herein as the "Proxy StatementPROXY STATEMENT/ProspectusPROSPECTUS"."