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

Proxy Statement/Prospectus; Registration Statement. None of the information regarding SIC to be supplied by SIC for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, in the case of the Registration Statement at the time it becomes effective and at the Effective Time, and in the case of the Proxy Statement, at the time it is first mailed to shareholders of RMAG or SIC and at the time of their respective shareholders meetings, 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 not misleading in light of the circumstances when made. If at any time prior to the Effective Time any event with respect to SIC shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SIC. The Proxy Statement and the Registration Statement will (with respect to SIC) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Proxy Statement/Prospectus; Registration Statement. The Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading or, at the time of the Special Meeting or at the Effective Time, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Meeting which shall have become false or misleading in any material respect. None of the information regarding SIC to be supplied by SIC the Company for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, in the case of the Registration Statement at the time date it becomes effective and at the Effective Time, and in the case time of the Proxy Statement, at the time it is first mailed to shareholders of RMAG or SIC and at the time of their respective shareholders meetings, Special 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 not misleading therein, in light of the circumstances when under which they are made. If at any time prior to the Effective Time any event with respect to SIC shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SICnot misleading. The Proxy Statement and will, when filed by the Registration Statement will (Company with respect to SIC) the SEC, comply as to form in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Act.rules and regulations thereunder. Notwithstanding the foregoing,

Proxy Statement/Prospectus; Registration Statement. None of the information regarding SIC BRS to be supplied by SIC BRS for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, in the case of the Registration Statement at the time it becomes effective and at the Effective Time, and in the case of the Proxy Statement, at the time it is first mailed to shareholders of RMAG or SIC BRS and at the time of their respective shareholders meetingsmeeting, 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 not misleading in light of the circumstances when made. If at any time prior to the Effective Time any event with respect to SIC BRS shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SICBRS. The Proxy Statement and the Registration Statement will (with respect to SICBRS) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Proxy Statement/Prospectus; Registration Statement. None of the information regarding SIC to be supplied Del Monte or its Subsidiaries provided by SIC Del Monte for inclusion in, or incorporation by reference in into, the Proxy Statement/Prospectus or the Registration Statement or the Proxy Statement Form 10 filed by Spinco, if any, will, in the case of the definitive Proxy Statement/Prospectus or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement/Prospectus and any amendment or supplement thereto, and at the time of the Del Monte Stockholders Meeting, or, in the case of the Registration Statement Statement, at the time it becomes effective effective, at the time of the Del Monte Stockholders Meeting and at the Effective Time, and or in the case of the Proxy StatementForm 10, if any, at the time it is first mailed to shareholders of RMAG or SIC and at filing with the time of their respective shareholders meetingsSEC, contain any an 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 not misleading therein, in the light of the circumstances when under which they are made. If at any time prior to the Effective Time any event with respect to SIC shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SICnot misleading. The Proxy Statement and the Registration Statement will (with respect to SIC) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation or warranty is made by Del Monte with respect to any information provided by Heinz or Spinco which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement.

Proxy Statement/Prospectus; Registration Statement. None of ---------------------------------------------------- the information regarding SIC to be supplied by SIC Parent or its Subsidiaries for inclusion or incorporation by reference from the Parent SEC Reports in the Registration Statement Joint Proxy Statement/Prospectus or the Proxy Statement any amendment thereof or supplement thereto, will, in on the case of date it becomes effective with the Registration Statement SEC, at the time it becomes effective and of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement, at the time of the Company Shareholder Meeting or at the Effective Time, and in the case of the Proxy Statement, at the time it is first mailed to shareholders of RMAG or SIC and at the time of their respective shareholders meetings, 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 not misleading therein, in light of the circumstances when under which they are made, not misleading. If None of the information to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference from the Parent SEC Reports in the Form S-4, of which the Joint Proxy Statement/Prospectus will form a part, will, at the time the Form S-4 is declared effective by the SEC, contain any time prior untrue statement of a material fact or omit to the Effective Time state any event with respect to SIC shall occur which is material fact required to be described stated therein or necessary in order to make the Proxy Statement or Registration Statementstatements therein, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SIC. The Proxy Statement and the Registration Statement will (with respect to SIC) comply as to form in all material respects with the provisions light of the Securities Act and the Exchange Actcircumstances under which they are made, not misleading.

Proxy Statement/Prospectus; Registration Statement. None of the information regarding SIC to be supplied by SIC for inclusion or incorporation by reference in the Registration Statement or the (a) The Proxy Statement Statement/Prospectus will, in the case of the Registration Statement at the time it becomes effective and at such document is filed with the Effective Time, and in the case of the Proxy StatementSEC, at the time it is first mailed to shareholders the holders of RMAG Company Shares and at the time any amendment or SIC supplement thereto is filed with the SEC, (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading and (ii) comply as to form in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Affiliates. (b) None of the information supplied by or on behalf of the Company for inclusion in the Registration Statement will, at the time such document is filed with the SEC, at the time any amendment or supplement thereto is filed with the SEC and at the time the Registration Statement is mailed to the holders of Company Shares and at the time of their respective shareholders meetingsany Company Stockholders Meeting or the Effective Time, contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances when under which they were made. If at any time prior to the Effective Time any event with respect to SIC shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of RMAG and SIC. The Proxy Statement and the Registration Statement will (with respect to SIC) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Actnot misleading.