Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of IXC for inclusion in (a) the Registration Statement will, at the time the Registration Statement is filed with the SEC and 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 and (b) the Proxy Statement will, at the dates mailed to shareholders 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. None of the SEC filings of IXC which contain information to be incorporated by reference into the Registration Statements or the Proxy Statement contained, or shall contain, as of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied in writing by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "PROXY STATEMENT") relating to the Shareholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Shareholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the shareholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Stockholder Meeting (as hereinafter defined) --------------- will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, the time of the Stockholder Meeting and at the Effective Time, 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. None If, at any time prior to the Effective Time, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (excluding any matters relating to the Company, as to which Parent and Sub make no representations) as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of IXC Savers for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Stockholders Meetings will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under and at the Securities ActEffective Time, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of each Stockholder 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 the light of the circumstances under which they are made, not misleading. None of If at any time prior to the SEC filings of IXC Effective Time any event with respect to Savers or its officers and directors should occur which contain information is required to be incorporated by reference into the Registration Statements described in an amendment of, or a supplement to, the Proxy Statement containedor the Registration Statement, such event shall be so described, and such amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, Savers and/or SMC as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingappropriate. The Registration Statement will comply (with respect to Savers) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will (with respect to Savers) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied in writing by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "PROXY STATEMENT") relating to the Shareholder Meeting (as defined in Section 5.1) will (a) in the case of the Registration Statement willStatement, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Acteffective, 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 and or (b) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Shareholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the shareholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (as defined in Section 5.1) (together with any amendments or supplements thereto, at the time "Proxy Statement") will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Company Stockholder 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. None If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required at that time to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Shareholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Shareholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the shareholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") ---------------- relating to the Adviser Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Shareholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the shareholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied in writing by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "PROXY STATEMENT") relating to the Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Stockholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Adviser Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, at the time of the Shareholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the shareholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/ prospectus included therein relating to the Company Stockholder Meeting (as defined in Section 5.1(a)) (together with any amendments or supplements thereto, at the time “Proxy Statement”) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Company Stockholder 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. None If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by or on behalf of IXC the Company for inclusion or incorporation by reference in (ai) 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 Statement") will, at the time the Registration Statement is filed with the SEC and 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 and (bii) the proxy statement, in definitive form (the "Proxy Statement willStatement"), relating to the Company Special Meeting (as defined below) shall, at the dates mailed to shareholders and at the time of the Company 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. None of ; provided that no representation or warranty is made by the SEC filings of IXC which contain information Company with respect to be statements made or incorporated by reference into the Registration Statements or in the Proxy Statement contained, based on information supplied by Parent or shall contain, as of the date of each such SEC filing, any untrue statement of a material fact Merger Sub for inclusion or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingincorporation by reference therein. The Registration Statement will and the Proxy Statement, insofar as they relate to the Company or any of its subsidiaries, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/ prospectus included therein relating to the Company Stockholder Meeting (as defined in Section 5.1) (together with any amendments or supplements thereto, at the time “Proxy Statement”) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Company Stockholder 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. None If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required at that time to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as hereinafter defined) (together with any amendments or supplements thereto, at the time "Proxy Statement") will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Stockholder 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. None If at any time prior to the Stockholder Meetings any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (as defined in Section 5.1(a)) (together with any amendments or supplements thereto, at the time “Proxy Statement”) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Company Stockholder 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. None If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement of the Company included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, the time of the Company Stockholder Meeting and at the Effective Time, 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. None If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the proxy statement/prospectus included therein (together with any amendments or supplements thereto, at the time "Proxy Statement") relating to the Stockholder Meeting (as hereinafter defined) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement willStatement, at the dates mailed to shareholders time of the mailing of the Proxy Statement, the time of the Stockholder Meeting and at the Effective Time, 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. None If, at any time prior to the Effective Time, any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (excluding any matters relating to the Company, as to which Parent and Sub make no representations) as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement and Proxy Statement. None On the effective date of the information supplied or to be supplied by or on behalf of IXC for inclusion in (a) Registration Statement, the Registration Statement willand, at when first filed in accordance with Rule 424(b) and/or pursuant to Section 14A of the time Exchange Act, the Proxy Statement and the Registration Statement is filed (or any amendment or supplement thereto), shall comply in all material respects with the SEC and at the time it becomes effective under applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, 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 Registration Statement will not misleading and (b) the Proxy Statement will, at the dates mailed to shareholders 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, therein not misleading. None On the date of any filing pursuant to Rule 424(b) and/or Section 14A of the SEC filings of IXC which contain information to be incorporated by reference into Exchange Act, the Registration Statements or date the Proxy Statement containedis first mailed to the Acquiror Stockholders, or shall contain, as and at the time of the date of each such SEC filingAcquiror Stockholders’ Meeting, the Proxy Statement and the Registration Statement (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that Acquiror makes no representations or warranties as to the information contained in or omitted from the Registration Statement will comply as or the Proxy Statement in reliance upon and in conformity with information furnished in writing to form in all material respects with the provisions Acquiror by or on behalf of the Securities Act and Company or its Subsidiaries specifically for inclusion in the Exchange Act and Registration Statement or the rules and regulations thereunderProxy Statement.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of IXC Sub for inclusion or incorporation by reference in (a) the Registration Statement willor the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as hereinafter defined) (together with any amendments or supplements thereto, at the time “Proxy Statement”) will (i) in the case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Acteffective, 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 and or (bii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement will, and at the dates mailed to shareholders time of the Stockholder 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. None If at any time prior to the Stockholder Meetings any event with respect to Parent, its officers and directors or any of the SEC filings of IXC its Subsidiaries shall occur which contain information is required to be incorporated by reference into the Registration Statements or described in the Proxy Statement containedor the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall containbe promptly filed with the SEC and, as required by law, disseminated to the stockholders of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.