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

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Parent for inclusion in the Registration Statement shall not contain, at the time the Registration Statement is declared effective by the SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under with they were made, not misleading. The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of Parent and Company, at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading or omit to state any material fact necessary to correct any statement made by Parent in any earlier communication by Parent with respect to the solicitation of proxies for the Parent Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied or to be supplied by Company which is or will be contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Parent and Merger Sub for inclusion in the Registration Statement Joint Proxy Statement/Prospectus shall not containnot, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under with which they were made, not misleading. The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of the Company's shareholders and the Parent and Companystockholders, at the time of the Company Stockholders Meeting, or at the time of Shareholders Meeting and the Parent Stockholders Meeting (if one is held) and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement/Prospectus circumstances under which it is made, not false or misleading misleading; or omit to state any material fact necessary to correct any statement made by Parent in any earlier communication by Parent with respect to the solicitation of proxies for the Parent Stockholders Company Shareholders Meeting or the Company Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent makes and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information supplied or to be supplied by the Company which is or will be contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Parent Promus for inclusion in the Registration Statement shall not contain, at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under with which they were made, not misleading. The information to be supplied by Parent Promus for inclusion in the Joint Proxy Statement/Statement/ Prospectus to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of Parent and CompanyPromus or Doubletree, at the time of the Company Stockholders Meeting, or Promus Stockholders' Meeting and the Doubletree Stockholder's Meeting and at the time of the Parent Stockholders Meeting (if one is held) Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Statement/ Prospectus not false or misleading misleading, or omit to state any material fact necessary to correct any statement made by Parent in any earlier communication by Parent with respect to the solicitation of proxies for the Parent Stockholders Promus Stockholders' Meeting or the Company Stockholders Doubletree Stockholders' Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoing, Parent makes no representation Effective Time any event relating to Promus or warranty with respect to any information supplied or to be supplied by Company which is or will be contained in any of the foregoing documents.its Affiliates, officers or directors should be 28