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

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company for inclusion in the Registration Statement, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement 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 Statement not misleading. The information (except for information to be supplied by the Company for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company, at the time of the Parent Meeting and the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Meeting or the Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent shall promptly inform the Company.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Seller for inclusion in the Registration Statement, as to which Parent Buyer makes no representation and which shall not constitute part of a Parent Buyer SEC Report for purposes of this Agreement) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Seller for inclusion in the Joint Proxy Statement, as to which Parent Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the CompanySeller, at the time of the Parent Meeting and the Company Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Meeting or the Company Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Buyer or any of its Affiliates, officers or directors should be discovered by Parent Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent Buyer shall promptly inform the CompanySeller.

Registration Statement; Proxy Statement/Prospectus. The information in Other than with respect to the Registration Statement (except for information supplied by the Company for inclusion Company, the registration statement on Form S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be issued in the Registration StatementMerger will be registered with the SEC shall not, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement is declared effective by 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 necessary in order to make the statements included therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement not misleading. The information (except for information to be supplied by the Company for inclusion in the Joint Proxy Statementtherein, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company, at the time of the Parent Meeting and the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be they are 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 not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication . The Proxy Statement will comply (with respect to information relating to Parent or Merger Sub) as to form in all material respects with the solicitation provisions of proxies for the Parent Meeting or Exchange Act and the Company Meeting which has become false or misleadingrules and regulations thereunder. If at any time prior to the Effective Time any event relating to Parent Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors 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, Parent shall or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company for inclusion in the Registration Statement, as to which Parent the Buyer makes no representation and which shall not constitute part of a Parent the Buyer SEC Report for purposes of this Agreement) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Buyer for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement to be sent to the stockholders of the Company in connection with the Company Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company, at the time of the Parent Meeting and the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Meeting or the Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent the Buyer or any of its Affiliates, officers or directors should be discovered by Parent the Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent the Buyer shall promptly inform the Company.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied in writing by the Company for inclusion in the Registration Statement, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreementrepresentation) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied in writing by the Company Parent for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to Parent’s stockholders of Parent or the Company’s stockholders, at the time of the Parent Stockholders’ Meeting and the Company Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Stockholders’ Meeting or the Company Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent shall promptly inform the Company.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information in the Registration Statement (except for information supplied by the Company Seller for inclusion in the Registration Statement, as to which Parent Buyer makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreementrepresentation) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Seller for inclusion in the Joint Proxy Statement, as to which Parent Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent Buyer or the CompanySeller, at the time of the Parent Buyer Meeting and the Company Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Buyer Meeting or the Company Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Buyer or any of its Affiliates, officers or directors should be discovered by Parent Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent Buyer shall promptly inform the CompanySeller.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Buyer for inclusion in the Registration Statement of the Buyer (the "Registration Statement, as ") pursuant to which Parent makes no representation and which the shares of Buyer Common Stock to be issued in the Merger will be registered with the SEC shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not not, 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 therein or necessary in order to make the statements therein, in the Registration Statement light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Buyer for inclusion in the Joint Proxy Statement/Prospectus, as which will be sent to which Parent makes no representationthe shareholders of the Buyer in connection with the meeting of the Buyer's shareholders to consider the Merger (the "Buyer Shareholders' Meeting") in the Joint Proxy Statement shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent or the Companyshareholders, at the time of the Parent Meeting and the Company Buyer Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement 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 Parent Meeting or the Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent the Buyer or any of its Affiliatesaffiliates, officers or directors should be discovered by Parent the Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent the Buyer shall promptly inform the Company. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information about, or supplied or omitted by, the Buyer which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Parent and Merger Sub for inclusion in the Registration StatementStatement shall not, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 therein or necessary in order to make the statements therein, in light of the Registration Statement circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Parent for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company’s stockholders, at the time of the Parent Meeting and the Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 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 Parent Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors information should be discovered by Parent which or Merger Sub that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent or Merger Sub shall promptly inform Company. Notwithstanding the Companyforegoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Company or any other third party that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Transport for inclusion in the Registration Statement, as registration statement on Form S-4 pursuant to which Parent makes no representation and which shall not constitute part shares of a Parent USF Common Stock issuable in the Merger will be registered with the SEC Report for purposes of this Agreement(the "REGISTRATION STATEMENT") shall not at the time the Registration Statement 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 Statement Statement, not misleading. The information (except for information to be supplied by the Company Transport for inclusion in the Joint Proxy Statement, as proxy statement (the "PROXY STATEMENT") to which Parent makes no representationbe sent to the shareholders of Transport in connection with the meeting of its shareholders to consider this Agreement and the Merger (the "TRANSPORT SHAREHOLDERS MEETING") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders shareholders of Parent or the CompanyTransport, at the time of the Parent Meeting and the Company Transport Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 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 Parent Meeting or the Company Transport Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Transport or any of its Affiliates, officers or directors should be discovered by Parent Transport which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent Transport shall promptly inform the CompanyUSF.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Parent and Merger Sub for inclusion in the Registration StatementStatement shall not, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 therein or necessary in order to make the statements therein, in light of the Registration Statement circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Parent for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company's stockholders, at the time of the Parent Meeting and the Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 circumstances under which it is 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 Parent Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors 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, Parent shall or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by the Company or any third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Seller for inclusion in the Registration Statement, as to which Parent Buyer makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreementrepresentation) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Seller for inclusion in the Joint Proxy Statement, as to which Parent Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent Buyer or the CompanySeller, at the time of the Parent Buyer Meeting and the Company Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Buyer Meeting or the Company Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Buyer or any of its Affiliates, officers or directors should be discovered by Parent Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent Buyer shall promptly inform the CompanySeller.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Parent and Merger Sub for inclusion in the Registration StatementStatement shall not, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 therein or necessary in order to make the statements therein, in light of the Registration Statement circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Parent for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company's stockholders, at the time of the Parent Meeting and the Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 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 Parent Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors information should be discovered by Parent which or Merger Sub that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent or Merger Sub shall promptly inform Company. Notwithstanding the Companyforegoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Company or any other third party that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Parent and Merger Sub for inclusion in the Registration StatementStatement shall not, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 therein, in light of the Registration Statement circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Parent for inclusion in the Joint Proxy Statement, as to which Parent makes no representation) in the Joint Proxy Statement /Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Parent or the Company's stockholders, at the time of the Parent Meeting and the Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 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 Parent Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors 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 shall or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by the Company in writing specifically for use in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company Seller for inclusion in the Registration Statement, as to which Parent Buyer makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreementrepresentation) shall not at the time the Registration Statement 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 Statement Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Company Seller for inclusion in the Joint Proxy Statement, as to which Parent Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent Buyer or the CompanySeller, at the time of the Parent Buyer Meeting and the Company Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Parent Buyer Meeting or the Company Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Buyer or any of its Affiliates, officers or directors should be discovered by Parent Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Parent Buyer shall promptly inform the CompanySeller.