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

Statements; Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Veritas for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 5.1 hereof) will 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement (as defined in Section 5.1 hereof) shall not, on the date the Proxy Statement is first mailed to each of Seagate's stockholders and Veritas' stockholders, at the times of the Seagate Stockholder's Meeting (as defined in Section 5.1 hereof) and the Veritas Stockholders' 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 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 Seagate Stockholders' Meeting or Veritas Stockholders' Meeting which has become false or misleading. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, Veritas makes no representation or warranty with respect to any information supplied by Seagate which is contained in any of the foregoing documents.

Statements; Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Veritas Seagate for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 5.1 hereof) will will, at the time it becomes is declared or ordered 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, in light of the circumstances under which they were made, not misleading, and or (ii) the Proxy Statement (as defined in Section 5.1 hereof) shall notwill, on the date the Proxy Statement is first mailed to each the stockholders of Seagate's stockholders and Veritas' stockholders, at the times time of the Seagate Stockholder's Stockholders' Meeting (as defined in Section 5.1 hereof) and ), at the time of the Veritas Stockholders' 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 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 Seagate Stockholders' Meeting or the Veritas 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 promulgated thereunder. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, Veritas Seagate makes no representation or warranty with respect to any information supplied by Seagate Veritas or Merger Sub which is contained in any of the foregoing documents.

Statements; Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Veritas Seller for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 5.1 6.1(a) hereof) will will, at the time it becomes is declared or ordered 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, in light of the circumstances under which they were made, not misleading, and or (ii) the Proxy Statement (as defined in Section 5.1 6.1(a) hereof) shall notwill, on the date the Proxy Statement it is first mailed to each the stockholders of Seagate's stockholders and Veritas' stockholdersSeller, at the times time of the Seagate Stockholder's Seller Stockholders' Meeting (as defined in Section 5.1 6.1(a) hereof) and the Veritas Stockholders' Meeting and at the Effective TimeClosing Date, 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 Seagate Stockholders' Meeting or Veritas Seller 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 promulgated thereunder. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreementforegoing, Veritas Seller makes no representation or warranty with respect to any information supplied by Seagate Purchaser which is contained in any of the foregoing documentsProxy Statement.