Common use of The Offering Memorandum Clause in Contracts

The Offering Memorandum. Neither the Preliminary Offering Memorandum, as of its date, the Pricing Disclosure Package, as of the Applicable Time or as of the Closing Date, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 4(a), as applicable) as of the Closing Date, contains an untrue statement of a material 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, in all material respects all

The Offering Memorandum. Neither the Preliminary Offering Memorandum, as of its date, the Pricing Disclosure Package, as of the Applicable Time or as of the Closing DateSale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 4(a)3(a) hereof, as applicable) as of the Closing Date, contains or will contain an 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, in all material respects allthe information specified in, and meeting the information requirements of, Rule 144A(d)(4).