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

Statements; Proxy Statement/Prospectus. The information supplied by SpeedFam 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 not misleading. The information supplied by SpeedFam for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to SpeedFam's shareholders and IPEC's stockholders, at the time of the SpeedFam Shareholders' Meeting or the IPEC 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 SpeedFam Shareholders' Meeting or the IPEC 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 SpeedFam or any of its affiliates, officers or directors should be discovered by SpeedFam which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, SpeedFam shall promptly inform IPEC. Notwithstanding the foregoing, SpeedFam makes no representation or warranty with respect to any information supplied by IPEC which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by SpeedFam -------------------------------------- MetaTools 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 not misleading. The information supplied by SpeedFam MetaTools for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to SpeedFamMetaTools' stockholders and Fractal's shareholders and IPEC's stockholdersshareholders, at the time of the SpeedFam ShareholdersMetaTools Stockholders' Meeting or the IPEC StockholdersFractal Shareholders' 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 SpeedFam ShareholdersMetaTools Stockholders' Meeting or the IPEC StockholdersFractal Shareholders' 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 SpeedFam MetaTools or any of its affiliates, officers or directors should be discovered by SpeedFam MetaTools which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, SpeedFam MetaTools shall promptly inform IPECFractal. Notwithstanding the foregoing, SpeedFam MetaTools makes no representation or warranty with respect to any information supplied by IPEC Fractal which is contained in any of the foregoing documents.

Statements; Proxy Statement/Prospectus. The information supplied by SpeedFam MetaTools 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 not misleading. The information supplied by SpeedFam MetaTools for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to SpeedFamMetaTools' stockholders and Fractal's shareholders and IPEC's stockholdersshareholders, at the time of the SpeedFam ShareholdersMetaTools Stockholders' Meeting or the IPEC StockholdersFractal Shareholders' 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 SpeedFam ShareholdersMetaTools Stockholders' Meeting or the IPEC StockholdersFractal Shareholders' 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 SpeedFam MetaTools or any of its affiliates, officers or directors should be discovered by SpeedFam MetaTools which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, SpeedFam MetaTools shall promptly inform IPECFractal. Notwithstanding the foregoing, SpeedFam MetaTools makes no representation or warranty with respect to any information supplied by IPEC Fractal which is contained in any of the foregoing documents.