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

Proxy Statement/Prospectus; Registration Statement. (a) The Proxy Statement (or any amendment or supplement thereto) will not, on the date the Proxy Statement is mailed to stockholders of the Company and to stockholders of the Bidder and at the time of the Stockholders 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement will, at the date it becomes effective and at the time of the Stockholders 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, in light of the circumstances under which they are made, not misleading. The Proxy Statement will, when filed by the Company and the Bidder with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied by or on behalf of the Bidder for inclusion or incorporation by reference therein.

Proxy Statement/Prospectus; Registration Statement. (a) The None of the information regarding Del Monte or its Subsidiaries provided by Del Monte for inclusion in, or incorporation by reference into, the Proxy Statement/Prospectus or the Registration Statement (or the Form 10 filed by Spinco, if any, will, in the case of the definitive Proxy Statement/Prospectus or any amendment or supplement thereto) will not, on at the date the Proxy Statement is mailed to stockholders time of the Company and to stockholders mailing of the Bidder definitive Proxy Statement/Prospectus and any amendment or supplement thereto, and at the time of the Del Monte Stockholders 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 made thereinor, in the light case of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement willStatement, at the date time it becomes effective and effective, at the time of the Del Monte Stockholders Meetings Meeting and at the Effective Time, or in the case of the Form 10, if any, at the time of filing with the SEC, 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, in the light of the circumstances under which they are made, not misleading. The Proxy Registration Statement will, when filed by the Company and the Bidder with the SEC, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Notwithstanding , as the foregoingcase may be, the Company makes except that no representation or warranty is made by Del Monte with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied provided by Heinz or on behalf of the Bidder for inclusion Spinco which is contained or incorporation incorporated by reference thereinin, or furnished in connection with the preparation of, the Registration Statement.

Proxy Statement/Prospectus; Registration Statement. (a) The Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) will not, on the date the Proxy Statement is first mailed to stockholders of the Company and to stockholders of the Bidder and at the time of the Stockholders MeetingsCompany, 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 misleadingmisleading 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 supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement will, at the date it becomes effective and at the time of the Stockholders 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, in light of the circumstances under which they are made, not misleading. The Proxy Statement will, when filed by the Company and the Bidder with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied by or on behalf of the Bidder for inclusion or incorporation by reference therein.,

Proxy Statement/Prospectus; Registration Statement. (a) The Proxy Statement (or any amendment or supplement thereto) will not, on the date the Proxy Statement is mailed to stockholders shareholders of the Company and to stockholders shareholders of the Bidder and at the time of the Stockholders 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement will, at the date it becomes effective and at the time of the Stockholders Meetings 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, in light of the circumstances under which they are made, not misleading. The Proxy Statement will, when filed by the Company and the Bidder with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied by or on behalf of the Bidder for inclusion or incorporation by reference therein.

Proxy Statement/Prospectus; Registration Statement. (a) The None of the information regarding Pennzoil or its Subsidiaries or PPC or its Subsidiaries or the transactions contemplated by this Agreement or any other Transaction Agreement provided by Pennzoil or PPC specifically for inclusion in, or incorporation by reference into, the Proxy Statement (Statement/Prospectus or the Registration Statements will, in the case of the definitive Proxy Statement/Prospectus or any amendment or supplement thereto) will not, on at the date the Proxy Statement is mailed to stockholders time of the Company and to stockholders mailing of the Bidder definitive Proxy Statement/Prospectus and any amendment or supplement thereto and at the time of the Quaker State Stockholders 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 made thereinor, in the light case of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the each Registration Statement willStatement, at the date time it becomes effective and effective, at the time of the Quaker State Stockholders Meetings Meeting, at the Distribution Date and at the Effective Time 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, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will, when filed by the Company and the Bidder with the SEC, Registration Statements will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Notwithstanding , as the foregoingcase may be, the Company makes except that no representation is made by Pennzoil or warranty PPC with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied provided by or on behalf of the Bidder Quaker State specifically for inclusion in, or incorporation by reference thereininto, the Registration Statements.