Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. The 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectus.

No Misstatement or Omission. The Prospectus Each part of the Registration Statement, when filed complied andsuch part became or becomes effective, as amended at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, and the U.S. Prospectuses, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or supplemented, if applicable, will comply conform in all material respects with the Securities Act. Each requirements of the Rules and Regulations; each part of the Registration Statement and any post-effective amendment theretoStatement, at the time it when such part became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, or will not contain any an 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. The Prospectus; and the Prospectuses, as amended on the date of filing thereof with the Commission, and the U.S. Prospectuses and the applicable Issuer Free Writing Prospectus(es) issued at or supplementedprior to such Applicable Time, as of its datetaken together and at each Applicable Time and Settlement Date, did not and, as of each Applicable Time, if any, or will not contain any include 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. The representations and warranties set forth in the two immediately preceding sentences do foregoing shall not apply to statements in in, or omissions from the Registration Statement or the Prospectusfrom, or any amendments or supplements thereto, such document made in reliance upon upon, and in conformity with with, information furnished to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers expressly Agent specifically for use therein. For purposes of this Agreement, in the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectuspreparation thereof.

No Misstatement or Omission. The Prospectus when filed complied andRegistration Statement, as amended or supplementedat the Execution Time, if applicableon each Effective Date, will comply in all material respects at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable TimeTime and Settlement Date, if any, and the U.S. Prospectus, on the date of filing thereof with the SEC and at each Applicable Time and Settlement Date, conformed, or will comply conform in all material respects respects, with the applicable requirements of the Rules and Regulations, and the Registration Statement, when it became effective and at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act and Act, did not and, as of each Applicable Time, if any, or 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. The ; and the U.S. Prospectus, as amended or supplementedon the date of filing thereof with the SEC, as of its date, did not and, as of each Applicable Timeand the U.S. Prospectus and the applicable Issuer Free Writing Prospectus, if any, issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Placement Shares, together with the applicable sale price of such Placement Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, if any, did not or will not contain 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 ; except that the two immediately preceding sentences do foregoing shall not apply to statements in or omissions from the Registration Statement or the Prospectus, or in any amendments or supplements thereto, made in reliance such document based upon and in conformity with information furnished in writing to the Company in writing Corporation by the Agentsor on behalf of any Agent specifically for inclusion therein, the Forward Sellers or the Forward Purchasers expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only information so furnished shall be by the legal and marketing names Agents consist of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectusinformation described as such in Section 11(a) hereof.

No Misstatement or Omission. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with At the Securities Act. Each of respective times the Registration Statement and any post-amendments thereto became or become effective amendment theretoas to Clear Street, at the time it became effective, complied and, as of each Applicable Time, if any, Registration Statement and any amendments thereto conformed or will comply conform in all material respects with to the requirements of the Securities Act and the Rules and Regulations and did not and, as of each Applicable Time, if any, or 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. The ProspectusProspectus and any amendments or supplements thereto, as amended at the time the Prospectus or supplementedany amendment or supplement thereto was or will be issued, as conformed or will conform in all material respects to the requirements of its date, the Securities Act and the Rules and Regulations and did not and, as of each Applicable Time, if any, or will not contain 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 or will be made, not misleading. The foregoing representations and warranties set forth in the two immediately preceding sentences do this paragraph (b) shall not apply to statements information contained in or omissions omitted from the Registration Statement or Statement, the Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance upon upon, and in conformity with information furnished to the Company in writing by the Agentswith, the Forward Sellers or the Forward Purchasers expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the ProspectusClear Street Information (as defined below).

No Misstatement or Omission. The Registration Statement complies as to form, and the Prospectus when filed complied and, as amended and any further amendments or supplemented, if applicable, supplements to the Registration Statement and the Prospectus will comply as to form, in all material respects with to the Securities Actrequirements of the Act and the Rules and Regulations. Each The Registration Statement did not and will not, as of the applicable effective date pursuant to Rule 430B(f)(2) under the Act as to each part of the Registration Statement Statement, 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 not misleading; provided, however, that this representation and warranty shall not apply to any post-effective amendment theretostatements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein; The Prospectus, at the time it became effective, complied anddid not and will not, as of each Applicable Timethe applicable filing date thereof and of any amendment or supplement thereto, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, will not contain any an 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, 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 in which they were made, not misleading. The representations ; provided, however, that this representation and warranties set forth in the two immediately preceding sentences do warranty shall not apply to any statements in or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing by an Underwriter through the Agents, the Forward Sellers or the Forward Purchasers Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectus.

No Misstatement or Omission. The 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 and any post-effective amendment thereto, at the time it became becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act Act. The Prospectus, and did not andany amendment or supplement thereto, as on the date of each Applicable Timesuch Prospectus or amendment or supplement, if anywill comply in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it becomes effective, 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. The Prospectus, as amended or supplemented, as of its date, did not and, and as of each Applicable Time, if anyPoint of Sale and each Settlement 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Sales Agents furnished to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers Sales Agents expressly for use therein. For purposes “Point of this AgreementSale” means, for a Placement, the only information so furnished shall be the legal and marketing names time at which an acquiror of the AgentsPlacement Shares entered into a contract, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectusbinding upon such acquiror, to acquire such Placement Shares.

No Misstatement or Omission. The Prospectus when filed complied and(i) As of the date hereof, as amended or supplemented, if applicable, will comply in all material respects with at the Securities Act. Each of respective times that the Registration Statement and any post-each amendment thereto became effective amendment theretoand at each Deemed Effective Time (as defined below), at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and Registration Statement did not and, as of each Applicable Time, if any, and will not contain any an 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. The Prospectus, as amended or supplemented, as of its date, did not and, ; (ii) as of each Applicable Time, if any, the Prospectus (as amended and supplemented at such Applicable Time) did not contain and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date, the Prospectus did not 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. The ; and (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not 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; provided, however, that the representations and warranties set forth in the two immediately preceding sentences do clauses (i)-(iv) above shall not apply to statements in any statement or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, omission made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers Agent expressly for use therein. For purposes of this Agreementin the Prospectus, it being understood and agreed that the only such information so furnished shall be by the legal and marketing names Agent to the Company consists of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the ProspectusAgent Information (as defined below).

No Misstatement or Omission. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with (i) At the Securities Act. Each of respective times that the Registration Statement and any post-each amendment thereto become effective amendment thereto, and at the time it became effective, complied and, as of each Applicable Deemed Effective Time, if any, will comply in all material respects with the Securities Act and Registration Statement did not and, as of each Applicable Time, if any, and will not contain any an 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. The Prospectus, as amended or supplemented, as of its date, did not and, ; (ii) as of each Applicable Time, if any, the Prospectus (as amended and supplemented at such Applicable Time) did not contain and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date, the Prospectus did not 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. The ; and (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not 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; provided, however, that the representations and warranties set forth in the two immediately preceding sentences do clauses (i)-(iv) above shall not apply to statements in any statement or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, omission made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers ▇▇▇▇▇-▇▇▇▇▇▇ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of in the Prospectus.

No Misstatement or Omission. The Prospectus when filed complied and(i) As of the date hereof, as amended or supplemented, if applicable, will comply in all material respects with at the Securities Act. Each of respective times the Registration Statement and any post-each amendment thereto became effective amendment thereto, and at the time it became effective, complied and, as of each Applicable Deemed Effective Time, if any, will comply in all material respects with the Securities Act and Registration Statement did not and, as of each Applicable Time, if any, and will not contain any an 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. The Prospectus; (ii) as of each Time of Sale, the Prospectus (as amended and supplemented at such Time of Sale), did not contain any untrue statement of a material fact or supplementedomit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date, the Prospectus did not and, as of each Applicable Time, if any, will not contain 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. The representations ; and warranties set forth (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not 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 two immediately preceding sentences do light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in any statement or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, omission made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers ▇▇ ▇▇▇▇▇ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of in the Prospectus.

No Misstatement or Omission. The Prospectus when filed complied and(i) As of the date hereof, as amended or supplemented, if applicable, will comply in all material respects with at the Securities Act. Each of respective times that the Registration Statement and any post-each amendment thereto became effective amendment theretoand at each Deemed Effective Time (as defined below), at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and Registration Statement did not and, as of each Applicable Time, if any, and will not contain any an 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. The Prospectus, as amended or supplemented, as of its date, did not and, ; (ii) as of each Applicable Time, if any, the Prospectus (as amended and supplemented at such Applicable Time) did not contain and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date, the Prospectus did not 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. The ; and (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not 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; provided, however, that the representations and warranties set forth in the two immediately preceding sentences do clauses (i)-(iv) above shall not apply to statements in any statement or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, omission made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers C▇▇▇▇-▇▇▇▇▇▇ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal and marketing names of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of in the Prospectus.

No Misstatement or Omission. The Prospectus when filed complied and(i) As of the date hereof, as amended or supplemented, if applicable, will comply in all material respects with at the Securities Act. Each of respective times that the Registration Statement and any post-each amendment thereto became effective amendment theretoand at each Deemed Effective Time (as defined below), at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and Registration Statement did not and, as of each Applicable Time, if any, and will not contain any an 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. The Prospectus, as amended or supplemented, as of its date, did not and, ; (ii) as of each Applicable Time, if any, the Prospectus (as amended and supplemented at such Applicable Time) did not contain and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date, the Prospectus did not 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. The ; and (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not 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; provided, however, that the representations and warranties set forth in the two immediately preceding sentences do clauses (i)-(iv) above shall not apply to statements in any statement or omissions from the Registration Statement or the Prospectus, or any amendments or supplements thereto, omission made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers Agents expressly for use therein. For purposes of this Agreementin the Prospectus, it being understood and agreed that the only such information so furnished shall be by the legal and marketing names Agents to the Company consists of the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the ProspectusAgent Information (as defined below).

No Misstatement or Omission. The 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Liquidnet furnished to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers Liquidnet expressly for use therein. For purposes of this AgreementThere are no contracts or other documents required by the Securities Act, the only information so furnished shall Exchange Act or other applicable law to be described in the legal and marketing names of Prospectus or to be filed as exhibits to the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the ProspectusRegistration Statement which have not been described or filed as required.

No Misstatement or Omission. The 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 and any post-effective amendment thereto, at the time it became effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not and, as of each Applicable Time, if any, 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. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to a Distribution Agent furnished to the Company in writing by the Agents, the Forward Sellers or the Forward Purchasers that Distribution Agent expressly for use therein. For purposes of this AgreementThere are no contracts or other documents required by the Securities Act, the only information so furnished shall Exchange Act or other applicable law to be described in the legal and marketing names of Prospectus or to be filed as exhibits to the Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the ProspectusRegistration Statement which have not been described or filed as required.