No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 2 contracts
Sources: Purchase Agreement (Earthstone Energy Inc), Purchase Agreement (Earthstone Energy Inc)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofthereof and at all times subsequent thereto up to the Closing Date, did not, does not include and will not contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ivii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Issuer Free Writing Document such Company Additional Written Communication (as defined below) set forth on Exhibit D), when taken together with the General Disclosure PackageTime of Sale Document, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except, in each case, that the representations and warranties set forth in the preceding paragraph this Section 4(c) do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative expressly for use thereinin the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid Purchaser to the Company consists of the information described as such in Section 6(b12 hereof. No injunction or order has been issued that either (i) hereofasserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.
Appears in 2 contracts
Sources: Purchase Agreement (Forbes Energy Services Ltd.), Purchase Agreement (Forbes Energy Services Ltd.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereof, did not and, at all times subsequent thereto through the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Company Additional Written Communication, when taken together with the General Disclosure PackageTime of Sale Document, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished Issuers in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) no Company Additional Written Communication conflicts with the information contained in the Time of Sale Document or the Final Offering Memorandum, or when taken together with the Time of Sale Document, contained or, at the Closing Date, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 14. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Sources: Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not andnot, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit DSchedule E, when taken together with the General Disclosure Package, as of the Applicable Time, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumNeither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereofthereof and at all times subsequent thereto up to the Closing Date, did not include and does not contain any untrue statement of if a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ivii) the CIM, and at the time of each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with sale of the General Disclosure Package, did not, and, Regulation S Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not include not, contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the preceding paragraph this Section 3(a) do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished in writing by the Initial Purchasers as aforesaid consists expressly for use in the Time of Sale Document or the CIM or any amendment or supplement thereto. No injunction or order has been issued that either (i) asserts that any of the information described as such transactions contemplated by the Regulation S Purchase Documents is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Regulation S Notes or the use of the Time of Sale Document, the CIM or any amendment or supplement thereto, in Section 6(b) hereofany jurisdiction. No statement of material fact included or to be included in the CIM has omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the CIM has been omitted or will be omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, Time of Sale Document as of the date thereofTime of Sale did not, did and at the Closing Date, will not include contain any untrue statement of a material fact fact, or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ivii) each Issuer Free Writing Document (the Final Offering Memorandum as defined below) set forth on Exhibit Dthen amended or supplemented by the Company, when taken together with the General Disclosure Package, did not, andif applicable, at the Closing Date, will not include contain any untrue statement of a material fact fact, or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties ; provided, however, that the Company makes no representation or warranty with respect to any statement contained in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Time of Sale Document or any amendment or supplement to any of the foregoing made Final Offering Memorandum in reliance upon and in conformity with written information concerning the Initial Purchaser and furnished in writing by the Initial Purchaser to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use thereinin the Time of Sale Document or Final Offering Memorandum, it being understood which information, for the avoidance of doubt, solely consists of (a) the fifth sentence of the sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and agreed that the only such information furnished by Final Offering Memorandum, (b) the paragraph under the subheading “Stabilization” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (c) the paragraph under the subheading “Notice to Investors in the United Kingdom” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (d) the paragraph under the subheading “Notice to Investors in the European Union” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum and (e) the marketing name of the Initial Purchasers as aforesaid consists Purchaser appearing on the front and back covers of the information described as such in Section 6(b) hereofPreliminary Offering Memorandum and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. (iThe Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Preliminary Offering MemorandumRegistration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became or becomes effective or its date, as applicable, and as of each Settlement Date, complied or will comply in all material respects with the Securities Act, and as of each effective date thereofand each Settlement Date, did not include and will not contain 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 therein, in the light of the circumstances under which they were made, therein not misleading. The Prospectus, (ii) the General Disclosure Packageas amended or supplemented, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereofits date, did not and, at as of each of the Closing Settlement Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding paragraph sentences do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure PackageRegistration Statement, any Issuer Free Writing Document Rule 462(b) Registration Statement, or any post-effective amendment thereto, or supplement to the Prospectus, or any of the foregoing amendments or supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Agent expressly for use therein, it being understood . There are no contracts or other documents required to be described in the Registration Statement or filed as exhibits to the Registration Statement that are not described and agreed that the only such information furnished by the Initial Purchasers filed as aforesaid consists of the information described as such in Section 6(b) hereofrequired.
Appears in 1 contract
Sources: Sales Agreement (Codexis, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the its date thereof, did not and, at or as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D), when taken together with the General Disclosure Package, did not, andas of the Applicable Time, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements contained in or omissions omitted from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company Partnership by or the Guarantors by such on behalf of any Initial Purchaser through the Representative expressly specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Sources: Purchase Agreement (American Midstream Partners, LP)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D), when taken together with the General Disclosure Package, as of the Applicable Time, did not, not and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished to the Company or the Guarantors by such Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, and any amendment or supplement thereto, as of the date thereofthereof and at all times subsequent thereto up to the Closing Date, did not include and does not contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ivii) the Final Offering Circular, at the time of each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with sale of the General Disclosure Package, did not, and, Notes and at the Closing Date, as then amended or supplemented by the Co-Issuers, if applicable, did not and will not include not, contain any untrue statement of a material fact fact, or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the preceding paragraph this Section 4(a) do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company or Co-Issuers in writing by the Guarantors by such Initial Purchaser through the Representative expressly for use thereinin the Preliminary Offering Circular or the Final Offering Circular or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid Purchaser to the Company consists of the information described as such in Section 6(b12 hereof. No injunction or order has been issued that either (i) hereofasserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Circular or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Circular has been omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumNeither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereofTime of Sale and as of the Closing Date, did not include contained or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the General Disclosure PackageFinal Offering Memorandum, as of the Applicable Timedate hereof and as of the Closing Date, did does not include and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) except that the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the preceding paragraph this Section 4(b) do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Representatives expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Initial Purchasers as aforesaid Company consists of the information described as such in Section 6(b13 hereof. No injunction or order has been issued that either (i) hereofasserts that any of the Transactions is subject to the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time, did not include and, at all times subsequent thereto through the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure PackageFinal Offering Memorandum, as of the Applicable Timedate thereof, did not include and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) except in each case that the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandumomissions, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished Guarantor in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Sources: Purchase Agreement (Igate Corp)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit DE or used pursuant to Section 3(p) (including any electronic road show) and each Permitted General Solicitation (as defined below), when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Sources: Purchase Agreement (Memorial Resource Development Corp.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Placement Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Placement Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in No injunction or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to order has been issued that either (i) asserts that any of the foregoing made in reliance upon and in conformity with written information furnished Transactions is subject to the Company registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as Time of Sale Document or the Placement Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereof.purpose has commenced or is pending or, to the knowledge of the Company, is contemplated
Appears in 1 contract
Sources: Purchase Agreement (Cyan Inc)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit DF(2), as of the date thereof, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such any Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit DE, as of the date thereof, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company by or the Guarantors by such on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time (as defined below), did not and, at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, and at the Closing DateDate (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Company Additional Written Communication, when taken together with the General Disclosure PackageTime of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Guarantors by such Initial Purchaser through the Representative Purchasers expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 3:15 p.m., New York City time, on the date of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Acadia Healthcare Company, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereof, did not and, at all times subsequent thereto through the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Issuers Additional Written Communication, if any, when taken together with the General Disclosure PackageTime of Sale Document, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors Issuers in writing by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction.
Appears in 1 contract
Sources: Purchase Agreement (DriveTime Car Sales Company, LLC)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time, did not include and, at all times subsequent thereto through the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure PackageFinal Offering Memorandum, as of the Applicable Timedate thereof, did not include and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) except in each case that the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandumomissions, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Sources: Purchase Agreement (Igate Corp)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Sources: Purchase Agreement (inContact, Inc.)
No Material Misstatement or Omission. (iThe Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Preliminary Offering MemorandumRegistration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of the date thereofeach Settlement Date, if any, did not include and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or with respect to the Prospectus, necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading. The Prospectus, (ii) the General Disclosure Packageas amended or supplemented, as of the Applicable Timeits date, did not include any untrue statement and as of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light each of the circumstances under which they were madeSettlement Dates, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Dateif any, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraph sentences do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure PackageRegistration Statement, any Issuer Free Writing Document Rule 462(b) Registration Statement, or any post-effective amendment thereto, or supplement to the Prospectus, or any of the foregoing amendments or supplements thereto, made in reliance upon and in conformity with written information relating to HCW furnished to the Company or the Guarantors in writing by such Initial Purchaser through the Representative HCW expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Prospectus or to be filed as exhibits to the Initial Purchasers Registration Statement which have not been described or filed as aforesaid consists of the information described as such in Section 6(b) hereofrequired.
Appears in 1 contract
Sources: Sales Agreement (XOMA Corp)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Packageits date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Sources: Purchase Agreement (Perficient Inc)
No Material Misstatement or Omission. (iThe Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Preliminary Offering MemorandumRegistration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of the date thereofeach Settlement Date, if any, did not include and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or with respect to the Prospectus, necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading. The Prospectus, (ii) the General Disclosure Packageas amended or supplemented, as of the Applicable Timeits date, did not include any untrue statement and as of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light each of the circumstances under which they were madeSettlement Dates, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Dateif any, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding paragraph sentences do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure PackageRegistration Statement, any Issuer Free Writing Document Rule 462(b) Registration Statement, or any post-effective amendment thereto, or supplement to the Prospectus, or any of the foregoing amendments or supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Agent expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Prospectus or to be filed as exhibits to the Initial Purchasers Registration Statement which have not been described or filed as aforesaid consists of the information described as such in Section 6(b) hereofrequired.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D), when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the its date thereof, did not and, at or as of the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D), when taken together with the General Disclosure Package, did not, andas of the Applicable Time, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements contained in or omissions omitted from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company Partnership by or the Guarantors by such on behalf of any Initial Purchaser through the Representative expressly Representatives specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Sources: Purchase Agreement (American Midstream Partners, LP)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not not, and, at the First Closing Date and each applicable Option Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document (as defined below) set forth on Exhibit Dor the Final Offering Memorandum, and when taken together with the General Disclosure PackageTime of Sale Document, did not, and, at the First Closing Date and each applicable Option Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished in writing by the Initial Purchasers through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 9(b). No injunction or order has been issued that either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Sources: Purchase Agreement (Amphastar Pharmaceuticals, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Packageits date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure PackageFinal Offering Memorandum, as of the Applicable Timedate thereof, did not not, and, at the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document (as defined below) set forth on Exhibit Dor the Final Offering Memorandum, and when taken together with the General Disclosure Package, Time of Sale Document did not, and, at the Closing Date, will not include ▇▇▇▇ not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and, to the knowledge of the Company, no proceeding for either such in Section 6(b) hereofpurpose has commenced, is pending or is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumEach document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date thereofhereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, did (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not include yet available to prospective purchasers and at the Closing Date (as defined in Section 4) and any Option Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iivi) each broadly available road show, if any, when considered together with the General Disclosure PackageTime of Sale Prospectus, as of the Applicable Time, did does not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iiivii) the Offering MemorandumProspectus does not contain and, as of the date thereofamended or supplemented, did not and, at the Closing Dateif applicable, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the preceding this paragraph do not apply to (A) statements in or omissions from in the Preliminary Offering MemorandumRegistration Statement, the Offering MemorandumTime of Sale Prospectus, broadly available road show materials or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Manager expressly for use therein or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee. For purposes of this Agreement, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written only information furnished to the Company or the Guarantors by such Initial Purchaser any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of Manager is the information described as such in Section 6(b) hereofthe first sentence in the third paragraph in the Prospectus under the heading “Underwriting.”
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not andnot, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Company Additional Written Communication, when taken together with the General Disclosure PackageTime of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished Issuers in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the information described Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 2:25 p.m., New York City time, on the date hereof or such other time as such may be agreed upon in Section 6(b) hereofwriting by Kratos and Jefferies.
Appears in 1 contract
Sources: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time (as defined below), did not and, at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, and at the Closing DateDate (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Company Additional Written Communication, when taken together with the General Disclosure PackageTime of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Guarantors by such Initial Purchaser through the Representative Purchasers expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 11:54 a.m., New York City time, on the date of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Acadia Healthcare Company, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iiiii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit DE, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times each of the Registration Statement, any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (ia “Rule 462(b) Registration Statement”) and any post-effective amendments thereto became or becomes effective and as of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act. At the respective times, each prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act. The Preliminary Offering MemorandumRegistration Statement, as of the date thereofhereof and each effective date with respect thereto, did not include any and will not contain an 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 therein, in the light of the circumstances under which they were made, therein not misleading, (ii) . Neither the General Disclosure PackageProspectus nor any amendments or supplements thereto, as of their respective dates, and at each Applicable Time and Settlement Date, as the Applicable Timecase may be, did not included or will include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, omitted or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do this subsection shall not apply to statements in or omissions from the Preliminary Offering MemorandumRegistration Statement, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document Prospectus or any amendment amendments or supplement to any of the foregoing supplements thereto made in reliance upon and in conformity with written information furnished to the Company or by the Guarantors by such Initial Purchaser through the Representative Agents expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Sources: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumNeither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereofTime of Sale and as of the Closing Date, did not include contained or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the General Disclosure PackageFinal Offering Memorandum, as of the Applicable Timedate hereof and as of the Closing Date, did does not include and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) except that the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the preceding paragraph this Section 4(b) do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors in writing by such Initial Purchaser through the Representative expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Initial Purchasers as aforesaid Company consists of the information described as such in Section 6(b13 hereof. No injunction or order has been issued that either (i) hereofasserts that any of the Transactions is subject to the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not andnot, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit Dsuch Company Additional Written Communication, when taken together with the General Disclosure PackageTime of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished Kratos in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as aforesaid consists set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Sources: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
No Material Misstatement or Omission. On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (ias defined herein) The Preliminary Offering Memorandumand on any Option Closing Date (as defined herein) the Final Prospectus (and any supplement thereto) will, as comply in all material respects with the applicable requirements of the date thereofAct and the Exchange Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not 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, on the Effective Date, the Base Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and on any Option Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the TCP Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (iior any supplement thereto) in reliance upon and in conformity with information furnished in writing to the General Disclosure PackagePartnership by or on behalf of any Underwriter through Citigroup Global Markets Inc. specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) under the Act, including (but not limited to) any statements with respect to the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the Commission, when they were filed, conformed in all material respects to the requirements of the Exchange Act and did not, as of the Applicable Timetime each such document was filed, did not include any contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. Any further Incorporated Documents so filed will, (iii) when they are filed, conform in all material respects to the Offering Memorandumrequirements of the Exchange Act and will not, as of the date thereoftime each such document is filed, did not and, at the Closing Date, will not include any contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document (as defined below) set forth on Exhibit Dor the Final Offering Memorandum, and when taken together with the General Disclosure PackageTime of Sale Document, at the time each Company Additional Written Communication was made, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative expressly for use thereinin the Time of Sale Document, it being understood and agreed the Final Offering Memorandum or Company Additional Written Communication as set forth in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the only such information furnished Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction in which the Securities are proposed to be sold by the Initial Purchasers as aforesaid consists Purchaser, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the information described as such in Section 6(b) hereofCompany or the Guarantors, is threatened.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereofTime of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing such Company Additional Written Communication does not conflict in any material respect with the information contained in the Time of Sale Document (as defined below) set forth on Exhibit Dor the Final Offering Memorandum, and when taken together with the General Disclosure PackageTime of Sale Document, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company and the Guarantors, is contemplated.
Appears in 1 contract
Sources: Purchase Agreement (BioScrip, Inc.)
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing DateDate (as defined below), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit DD(2) hereto, as of the date thereof, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished in writing to the Company by or the Guarantors by such on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering Memorandumthe Shelf Prospectus and Prospectus Supplement, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (ii) each Company Additional Written Communication does not conflict with the information contained in the Shelf Prospectus and Prospectus Supplement, and when taken together, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding paragraph this Section 4 do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Investor and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Investor expressly for use in the Prospectus Supplement. Any reference to the Shelf Prospectus and Prospectus Supplement shall be deemed to refer to and include all documents incorporated or deemed to be incorporated by reference therein, it being understood and agreed . No injunction or order has been issued that would prevent or suspend the only such information furnished by the Initial Purchasers as aforesaid consists issuance or sale of any of the information described as Securities or the use of the Shelf Prospectus and Prospectus Supplement in any jurisdiction outside the U.S. or inside the U.S. under the U.S. Registration Statement, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, as of the date thereof, did not include any untrue statement Time of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereofSale, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ivii) each Issuer Free Writing Document (the Final Offering Memorandum, as defined below) set forth on Exhibit D, when taken together with of the General Disclosure Packagedate thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser and furnished to the Company or the Guarantors in writing by such any Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such in Section 6(b) hereofpurpose has commenced or, to the knowledge of the Company, is pending or is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumTime of Sale Document, and any amendment or supplement thereto, as of the date thereofthereof and at all times subsequent thereto up to the Closing Date, did not include and does not contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ivii) the Final Offering Memorandum, and at the time of each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with sale of the General Disclosure Package, did not, and, Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not include not, contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations , provided, however, that the Company and warranties in the preceding paragraph do not apply Guarantors make no representation or warranty as to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchasers and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Purchasers expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid to the Company consists of the information described as such in Section 6(b12 hereof. No injunction or order has been issued that either (i) hereofasserts that any of the transactions contemplated by the Transaction Documents (the “Transactions”) is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. (i) The Preliminary Offering MemorandumGeneral Disclosure Package, as of the date thereofApplicable Time, did not and, at all times subsequent thereto through the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Offering MemorandumCircular, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iviii) each Issuer Free Writing Document (as defined below) set forth on Exhibit DSupplemental Marketing Material, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except in each case that the representations and warranties set forth in the preceding this paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Purchasers and furnished to the Company or in writing by the Guarantors by such Initial Purchaser through the Representative Purchasers expressly for use therein, it being understood and agreed in the General Disclosure Package or the Final Offering Circular as set forth in Section 8(b). No injunction or order has been issued that the only such information furnished by the Initial Purchasers as aforesaid consists either (i) asserts that any of the information described as such Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Offered Securities or the use of the General Disclosure Package or the Final Offering Circular in Section 6(b) hereofany jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the General Disclosure Package, and no statement of material fact included in the General Disclosure Package has been omitted from the Final Offering Circular.
Appears in 1 contract