Common use of STATEMENTS; PROXY STATEMENTS/PROSPECTUS Clause in Contracts

STATEMENTS; PROXY STATEMENTS/PROSPECTUS. The information supplied by Desktop for inclusion in the Registration Statement (as defined in Section 2.04(b)) shall not 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 in order to make the statements therein not misleading. The information supplied by Desktop for inclusion in the Proxy Statement to be sent to the stockholders of Desktop and stockholders of Individual in connection with the Desktop Stockholders' Meeting and in connection with the Individual Stockholders' Meeting shall not, on the date the Proxy Statement is first mailed to Individual's stockholders and Desktop's stockholders and at the time of the Individual Stockholders' Meeting or the Desktop Stockholders' 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Desktop Stockholders' Meeting or the Individual Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Desktop or any of its affiliates, officers or directors should be discovered by Desktop which should be set forth in an amendment to the Regulation Statement or a supplement to the Proxy Statement, Desktop shall promptly inform Individual. Notwithstanding the foregoing, Desktop makes no representation or warranty with respect to any information supplied by Individual which is contained in any of the foregoing documents.

STATEMENTS; PROXY STATEMENTS/PROSPECTUS. The information supplied by Desktop EAST and Merger Sub for inclusion in the Registration Statement (as defined in Section 2.04(b)) shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 in order to make the statements therein not misleadingmisleading in light of the circumstances under which they were made. The information supplied by Desktop EAST and Merger Sub for inclusion in the Proxy Statement to be sent to the stockholders of Desktop EAST and the stockholders of Individual WEST in connection with the Desktop EAST Stockholders' Meeting and in connection with the Individual WEST Stockholders' Meeting shall not, on the date the Proxy Statement is first mailed to IndividualEAST's stockholders and DesktopWEST's stockholders and stockholders, at the time of the Individual WEST Stockholders' Meeting or and the Desktop EAST Stockholders' MeetingMeeting 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Desktop EAST Stockholders' Meeting or the Individual WEST Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Desktop or any of its affiliates, officers or directors information should be discovered by Desktop EAST or Merger Sub which should be set forth in an amendment to the Regulation Registration Statement or a supplement to the Proxy Statement, Desktop EAST or Merger Sub shall promptly inform IndividualWEST. Notwithstanding the foregoing, Desktop makes EAST and Merger Sub make no representation or warranty with respect to any information supplied by Individual WEST which is contained in any of the foregoing documents.