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

Proxy Statement/Prospectus; Registration Statement. 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, 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, at the time it becomes effective, at the time of the Del Monte Stockholders 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 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 Registration Statement will comply 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 Del Monte or its Subsidiaries provided BRS to be supplied by Del Monte BRS for inclusion in, or incorporation by reference into, the Proxy Statement/Prospectus or in the Registration Statement or the Form 10 filed by Spinco, if any, Proxy Statement will, in the case of the definitive Proxy Statement/Prospectus or any amendment or supplement thereto, Registration Statement at the time of the mailing of the definitive Proxy Statement/Prospectus and any amendment or supplement thereto, it becomes effective and at the time of the Del Monte Stockholders MeetingEffective Time, or, and in the case of the Registration Proxy Statement, at the time it becomes effective, is first mailed to shareholders of BRS and at the time of the Del Monte Stockholders Meeting and at the Effective Time, or in the case of the Form 10, if any, at the time of filing with the SECtheir shareholders meeting, contain an 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, therein not misleading in the light of the circumstances under when made. If at any time prior to the Effective Time any event with respect to BRS shall occur which they are madeis required to be described in the Proxy Statement or Registration Statement, not misleadingsuch 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 BRS. The Proxy Statement and the Registration Statement will (with respect to BRS) 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 Proxy Statement will not, on the information regarding Del Monte or its Subsidiaries provided by Del Monte for inclusion in, or incorporation by reference into, date 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) 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 mailing 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 definitive Proxy Statement/Prospectus and any amendment information supplied by the Company for inclusion or supplement theretoincorporation by reference in the Registration Statement will, at the date it becomes effective and at the time of the Del Monte Stockholders Meeting, or, in the case of the Registration Statement, at the time it becomes effective, at the time of the Del Monte Stockholders Special 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 an 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. The Registration Proxy Statement will will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Act, as rules and regulations thereunder. Notwithstanding 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.foregoing,

Proxy Statement/Prospectus; Registration Statement. None of the information regarding Del Monte or its Subsidiaries provided SIC to be supplied by Del Monte SIC for inclusion in, or incorporation by reference into, the Proxy Statement/Prospectus or in the Registration Statement or the Form 10 filed by Spinco, if any, Proxy Statement will, in the case of the definitive Proxy Statement/Prospectus or any amendment or supplement thereto, Registration Statement at the time of the mailing of the definitive Proxy Statement/Prospectus and any amendment or supplement thereto, it becomes effective and at the time of the Del Monte Stockholders MeetingEffective Time, or, and in the case of the Registration Proxy Statement, at the time it becomes effective, is first mailed to shareholders of RMAG or SIC and at the time of the Del Monte Stockholders Meeting and at the Effective Time, or in the case of the Form 10, if any, at the time of filing with the SECtheir respective shareholders meetings, contain an 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, therein not misleading in the light of the circumstances under when made. If at any time prior to the Effective Time any event with respect to SIC shall occur which they are madeis required to be described in the Proxy Statement or Registration Statement, not misleadingsuch 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, 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 Del Monte to be supplied by Parent or its Subsidiaries provided by Del Monte for inclusion in, or incorporation by reference into, from the Proxy Statement/Prospectus or the Registration Statement or the Form 10 filed by Spinco, if any, will, Parent SEC Reports in the case of the definitive Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date it becomes effective with the SEC, at the time of the mailing of the definitive Joint Proxy Statement/Prospectus and or any amendment or supplement thereto, and at the time of the Del Monte Stockholders Meeting, or, in the case of the Registration Statement, at the time it becomes effectivesupplement, at the time of the Del Monte Stockholders Company Shareholder Meeting and or at the Effective Time, or in the case of the Form 10, if any, at the time of filing with the SEC, contain an 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. The Registration Statement will comply in all material respects with the provisions None of the Securities Act and the Exchange Act, as the case may be, except that no representation information to be supplied by Parent or warranty is made by Del Monte with respect to any information provided by Heinz its Subsidiaries for inclusion or Spinco which is contained or incorporated incorporation by reference infrom 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 untrue statement of a material fact or furnished omit to state any material fact required to be stated therein or necessary in connection with order to make the preparation ofstatements therein, in light of the Registration Statementcircumstances under which they are made, not misleading.

Proxy Statement/Prospectus; Registration Statement. None of the information regarding Del Monte or its Subsidiaries provided by Del Monte for inclusion in, or incorporation by reference into, the (a) 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, at the time of such document is filed with 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 StatementSEC, at the time it becomes effective, is mailed to the holders of Company Shares and at the time of the Del Monte Stockholders Meeting and at the Effective Time, any amendment or in the case of the Form 10, if any, at the time of filing supplement thereto is filed with the SEC, (i) not contain an 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 any Company Stockholders Meeting or the Effective Time, contain any untrue statement of a material fact or omits 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 were made, not misleading. The Registration Statement will comply 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.