Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Structure,” “Anti-Takeover Provisions in the Declaration of Trust” and “Tax Matters” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Fund’s Declaration of Trust, the Securities or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Fund Agreements are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Appears in 2 contracts

Samples: Underwriting Agreement (AllianzGI Convertible & Income Fund), Underwriting Agreement (AllianzGI Convertible & Income Fund II)

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Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus statements set forth under the captions headings “Description of Capital StructureCommon Shares,” “Anti-Takeover Provisions in and Other Provisions of the Declaration of TrustMaryland General Corporation Law and the Fund’s Charter and Bylaws” and “Tax Matters” in each case the Preliminary Prospectus and the Prospectus and “Certain Provisions in the Articles of Incorporation” and “Tax Matters” in the Statement of Additional Information, insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the 1940 Act, the Maryland General Corporation Law, the Fund’s Declaration Articles of TrustIncorporation, the Securities or any other instruments or agreements, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus of any other Fund Agreements documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Preliminary Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Appears in 2 contracts

Samples: Underwriting Agreement (Columbia Seligman Premium Technology Growth Fund, Inc.), Underwriting Agreement (Seligman Premium Technology Growth Fund, Inc.)

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital StructureThe Partnership Agreement,” “Anti-Takeover Provisions in of Our Partnership Agreement Relating to Cash Distributions,” “Description of Our Common Units,” “Business—Environmental Matters and Regulation,” “Business—Other Regulation of the Declaration of TrustOil and Gas Industry,” “Material Tax Consequences,” and “Material Tax MattersConsiderationsand the information in the Registration Statement under Item 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Fund’s Declaration of TrustPartnership Agreement, the Securities General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Fund Agreements Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (LRR Energy, L.P.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Prospectus, any preliminary prospectus and the Prospectus under the captions “Business—Raw Materials,” “Business—Patents, Trademarks, Trade Secrets and Other Intellectual Property,” “Business—Regulatory and Environmental Matters,” “Business—Legal Proceedings,” “Certain Relationships and Related Transactions,” “Description of Capital StructureStock,” “Anti-Takeover Provisions in the Declaration of Trust” and “Material U.S. Federal Tax MattersConsiderations for Non-U.S. Holders of Common Stock,and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration of Trust, the Securities charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (Kronos Worldwide Inc)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Final Prospectus under the captions “Tax Matters,” “Business—Government Regulation,” “Business—Environmental Regulation,” and “Description of Capital StructureStock,” “Anti-Takeover Provisions and the information in the Declaration of Trust” and “Tax Matters” Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration of Trust, the Securities charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Final Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Final Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (Helix Energy Solutions Group Inc)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Structurethe Notes,” “Anti-Takeover Provisions in the Declaration of TrustCertain U.S. Federal Income Tax Considerations” and “Tax MattersDescription of Debt Securitiesand the information in each case the Company’s Annual Report on Form 10-K for the fiscal year ended 2002 under the captions “Legal Proceedings” to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration of Trust, the Securities charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.. (n)

Appears in 1 contract

Samples: Underwriting Agreement (Cytec Industries Inc/De/)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Structure,” “Anti-Takeover Provisions in the Declaration of TrustStock” and “Material United States Federal Income Tax MattersConsequences to Non-U.S. Holders of Our Common Stock,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration of Trust, the Securities Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Global Corp)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital StructureShares of Beneficial Interest of Urban Edge Properties,” “Anti-Takeover Provisions in the Declaration of TrustMaterial U.S. Federal Income Tax Considerations,” and “Tax MattersCertain Provisions of Maryland Law and of the Urban Edge Properties Declaration of Trust and Bylaws,and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration declaration of Trust, the Securities trust or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of SC1:4187253.8A trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement which have not been so described and filed as required.

Appears in 1 contract

Samples: Equity Distribution Agreement (Urban Edge Properties)

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Accuracy of Descriptions and Exhibits. The (i) information in the Pre-Pricing Prospectus and the Prospectus under the captions caption Description of Capital StructureMaterial U.S. Federal Income Tax Considerations For Non-U.S. Holders,” “Anti-Takeover Provisions (ii) the information in the Declaration Registration Statement under Item 15 and (iii) the descriptions in the Company’s periodic reports under the Exchange Act that are incorporated by reference into the Prospectus of Trust” and “Tax Matters” any legal or governmental proceedings, in each case case, to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the FundCompany’s Declaration of Trust, the Securities charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement which have not been so described and filed as required.

Appears in 1 contract

Samples: Equity Distribution Agreement (American States Water Co)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus statements set forth under the captions headings Description of Capital Structure,The Public-Private Investment Programand Anti-Takeover Certain Provisions in the Declaration of TrustTrust and By-Laws” in the Preliminary Prospectus and the Prospectus, and “Description of Shares” and “Tax Matters” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Fund’s Declaration of TrustPreliminary Prospectus, the Securities or any other instruments or agreementsProspectus and Statement of Additional Information, summaries of legal proceedings, or legal conclusions, is correct fairly and accurately summarize in all material respectsrespects the matters therein described; all descriptions in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus of any other Fund Agreements documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Preliminary Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Mortgage Opportunity Term Fund)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus statements set forth under the captions headings “Description of Capital StructureStock,” “Anti-Takeover Certain Provisions in the Declaration of TrustCharter and By-Laws,” “Certain United States Federal Income Tax Considerations” and “Tax MattersTaxes” in each case the Registration Statement and the Prospectus, insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the 1940 Act, Maryland law, the Fund’s Declaration of TrustOrganizational Documents, the Securities or any other instruments or agreements, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such matters in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Fund Agreements Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement that are not described or filed as required by the Securities Act or the 1940 Act which have not been so described and filed as required.

Appears in 1 contract

Samples: Equity Distribution Agreement (DNP Select Income Fund Inc)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions "Description of Capital Structure,” “Anti-Takeover Provisions Notes" and "Description of Debt Securities We May Offer" and the information in the Declaration of Trust” and “Tax Matters” in each case Company's Annual Report on Form 10-K for the fiscal year ended 2004 under the captions "Legal Proceedings" to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Fund’s Declaration of Trust, the Securities Company's charter or by-laws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Fund Agreements Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Appears in 1 contract

Samples: Underwriting Agreement (Cytec Industries Inc/De/)

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