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

Statements; Proxy Statement/Prospectus. The information supplied by Parent for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or at the time of the Company 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 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 is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent SG for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, not misleading. The information supplied by Parent SG for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to CompanySPI's stockholders or stockholders, at the time of the Company SPI 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 Company SPI Stockholders' Meeting which has become false or misleading. The Registration Statement (including the Proxy Statement contained therein) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Parent SG or any of its affiliates, officers or directors should be discovered by Parent SG which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent SG shall promptly inform CompanySPI. Notwithstanding the foregoing, Parent SG makes no representation or warranty with respect to any information supplied by Company SPI which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent USWeb for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, therein not misleading. The information supplied by Parent USWeb for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to CompanyUSWeb's stockholders or and CKS's stockholders, at the time of the Company USWeb Stockholders' Meeting or the CKS 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 Company USWeb Stockholders' Meeting or the CKS 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 Parent USWeb or any of its affiliates, officers or directors should be discovered by Parent USWeb which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent USWeb shall promptly inform CompanyCKS. Notwithstanding the foregoing, Parent USWeb makes no representation or warranty with respect to any information supplied by Company CKS which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (a) the Registration Statement shall not at the time the Registration Statement is filed with the SEC and 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 not misleading and (b) the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Stockholder Meeting (as defined in Section 4.5(a)) (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement/Prospectus is first mailed to the Company's stockholders or at the time of the Company Stockholder 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 misleading. The information supplied by Parent for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or at the time of the Company 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 Company Stockholders' Meeting which has become false or misleading. If at any time prior to before the Effective Time, any event relating to Parent the Company or any of its affiliates, officers or directors should be discovered by Parent the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent the Company shall promptly inform CompanyParent. Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any information supplied or to be supplied by Company which Parent or Merger Sub that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to Parent's stockholders and the Company's stockholders or stockholders, at the time of the Parent Stockholders' Meeting or the Company Stockholders' Meeting 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 Parent Stockholders' Meeting or the Company 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 and Nova Scotia Law. 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 is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement shall not at the time the Registration Statement is filed with the SEC and 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 not misleading and (b) the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholder Meeting shall not, on the date the Proxy Statement/Prospectus is first mailed to the Company's stockholders or at the time of the Company Stockholder 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 misleading. The information supplied by Parent for inclusion Registration Statement will comply as to form in all material respects with the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or at the time provisions of the Company 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 Securities Act and 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 Company Stockholders' Meeting which has become false or misleadingrules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to Parent or any of its affiliates, officers or directors should be discovered by Parent which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied or to be supplied by the Company which that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent HP for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, not misleading. The information supplied by Parent HP for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to CompanyVFI's stockholders or at the time of the Company VFI 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 Company VFI Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to Parent HP or any of its affiliates, officers or directors should be discovered by Parent HP which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent HP shall promptly inform CompanyVFI. Notwithstanding the foregoing, Parent HP makes no representation or warranty with respect to any information supplied by Company VFI which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent Corixa for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, not misleading. The information supplied by Parent Corixa for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to CompanyAnergen's stockholders or at the time of the Company Anergen Stockholders' Meeting Meeting, contain any untrue statement of a material fact or omit to A-27 28 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 Company Anergen Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to Parent Corixa or any of its affiliates, officers or directors should be discovered by Parent Corixa which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent Corixa shall promptly so inform CompanyAnergen. Notwithstanding the foregoing, Parent Corixa makes no representation or warranty with respect to any information supplied by Company Anergen which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by Parent the Company for inclusion in the Registration Statement 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, in light of the circumstances under which they are made, therein not misleading. The information supplied by Parent the Company for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the Company's stockholders or and Parent's stockholders and at the time of the Company Stockholders' Meeting or Parent 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 Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to Parent the Company or any of its affiliates, officers or directors should be discovered by Parent the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent the Company shall promptly inform CompanyParent. Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any information supplied by Company Parent which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement shall not at the time the Registration Statement is filed with the SEC and 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 not misleading and (b) the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholder Meeting shall not, on the date the Proxy Statement/Prospectus is first mailed to the Company’s stockholders or at the time of the Company Stockholder 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 misleading. The information supplied by Parent for inclusion Registration Statement will comply as to form in all material respects with the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or at the time provisions of the Company 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 Securities Act and 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 Company Stockholders' Meeting which has become false or misleadingrules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to Parent or any of its affiliates, officers or directors should be discovered by Parent which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied or to be supplied by the Company which that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (a) the Registration Statement shall not at the time the Registration Statement is filed with the SEC and 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 not misleading and (b) the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Stockholder Meeting (as defined in Section 4.5(a)) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) shall not, on the date the Proxy Statement/Prospectus is first mailed to the Company’s stockholders or at the time of the Company Stockholder 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 misleading. The information supplied by Parent for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or at the time of the Company 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 Company Stockholders' Meeting which has become false or misleading. If at any time prior to before the Effective Time, any event relating to Parent the Company or any of its affiliates, officers or directors should be discovered by Parent the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent the Company shall promptly inform CompanyParent. Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any information supplied or to be supplied by Company which Parent or Merger Sub that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The None of the information -------------------------------------- supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Registration Statement shall not at the time the Registration Statement is filed with the SEC and S-4 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 are made, therein not misleading. The information supplied by Parent for inclusion in misleading and (ii) the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to Company's stockholders or stockholders, at the time of the Company 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 Company Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. 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 is required to should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company which is contained in any of the foregoing documents.