Common use of Notice to Members and Registration Statement Clause in Contracts

Notice to Members and Registration Statement. None of the information provided or to be provided in writing by Standby Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement with respect to the Special Meeting and notice to Eligible Members contemplated by the Plan of Conversion (collectively, the “Member Notices”) and the Registration Statement (including the Prospectus), on the date it (or any amendment or supplement thereto) is first mailed to Offering Participants, will 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 made therein, in the light of the circumstances under which they are made, not misleading, it being understood and agreed that only information supplied or to be supplied in writing by or on behalf of the Standby Purchaser consists of the information provided pursuant to Section 1.5(a) or otherwise under this Agreement. For the avoidance of doubt, no representation or warranty is made by Standby Purchaser with respect to information supplied by or on behalf of Members Mutual or any other Person for inclusion or incorporation by reference in such Member Notices and Registration Statement (including the Prospectus).