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 Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)

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Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2016 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2015 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus statements set forth under the captions headings Description of Debt SecuritiesCapitalization,” “Description of NotesCapital Stock,” “Regulation” and “Material U.S. Federal Income Tax Considerations” in the Preliminary Prospectus and the information Prospectus, and in Item 30 of the Registration Statement, insofar as such statements purport to summarize certain provisions of the 1940 Act, Maryland law, the SBA Regulations (as defined herein), the shares of common stock, the Issuer’s Articles of Incorporation, United States federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such provisions in all material respects; all descriptions in the Company’s Annual Report on Form 10-K for Registration Statement, the fiscal year ended December 31, 2018 under Preliminary Prospectus and the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries Prospectus of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute any Issuer documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 that are not described or filed as required by the applicable provisions of the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required. Notwithstanding the foregoing, as of the date hereof, the Issuer has not filed certain contracts and documents as exhibits to the Registration Statement, although such exhibits will be filed by post-effective amendment pursuant to Rule 462(d) under the 1933 Act.

Appears in 1 contract

Samples: Underwriting Agreement (Triangle Capital CORP)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of Notes” and “Material U.S. Certain United States Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2021 under the captions “Business—Regulatory MattersRegulation and Rates,” “BusinessRisk FactorsEnvironmental MattersLegal, Regulatory and Legislative Risks—Regulatory Risk,and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents 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: Northwest Natural Holding Co

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material Certain U.S. Federal Income Tax ConsiderationsConsequences to Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2016 under the captions caption “Business—Regulatory Matters,Federal Regulation of the Television Broadcast Industry“Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents 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 Prospectus, the 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 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 (Gray Television Inc)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material Certain U.S. Federal Income and Estate Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions caption “Business—Regulatory Matters,Federal Regulation of the Television Broadcast Industry“Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents 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 Prospectus, the 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 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 (Gray Television Inc)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesNotes,” “Description of NotesDebt Securities” and “Material Certain U.S. Federal Income Tax ConsiderationsConsequences” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2013 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCommon Stock” and “Material U.S. Federal Income Tax ConsiderationsCertain Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws,the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2011 under the captions “Business—Regulatory MattersGovernmental Regulation,” “Business—Environmental MattersBusiness- Intellectual Property,” “Business- Collaborations, Commercial and License Agreements,” “Risk Factors” and “Legal ProceedingsManagement’s Discussion and Analysis of Financial Condition and Results of Operations,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of statuteslegal proceedings, rules or regulationslegal conclusions, are accurate and fair summaries of such legal or governmental matters, documents, instruments, agreements, proceedings or contracts conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other documents, constitute Company Documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

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Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCommon Stock” and “Material U.S. Federal Income Tax ConsiderationsCertain Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws,the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2012 under the captions “Business—Regulatory MattersGovernmental Regulation,” “Business—Environmental MattersIntellectual Property,” “Business—Collaborations, Commercial and License Agreements,” “Risk Factors” and “Legal ProceedingsManagement’s Discussion and Analysis of Financial Condition and Results of Operations,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of statuteslegal proceedings, rules or regulationslegal conclusions, are accurate and fair summaries of such legal or governmental matters, documents, instruments, agreements, proceedings or contracts conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other documents, constitute Company Documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesMandatory Convertible Preferred Stock,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2019 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2017 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pre- Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2015 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents 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 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of Notes” and “Material U.S. Certain United States Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Regulatory MattersRegulation and Rates,” “BusinessRisk FactorsEnvironmental MattersRisks Related to our Business Generally—Regulatory Risk,and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents 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 (Northwest Natural Holding Co)

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