Common use of Accuracy of Offering Documents Clause in Contracts

Accuracy of Offering Documents. The Offering Documents, at the time of -------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering memorandum will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use therein.

Accuracy of Offering Documents. The Offering DocumentsCompany represents, warrants and covenants to Agent that (a) at the time of -------------------------------- delivery to subscribers for each prospective investor, the Securities, SEC Documents conformed in all material respects with the requirements, to the extent applicable, of the Securities and Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations promulgated thereunder ("Rules and Regulations Regulations"), and did not include none of the Offering Documents included any untrue statement of a material fact, or omitted to state any material fact required to be stated therein, or necessary, to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) at each Closing, the SEC Documents will contain conform in all material respects with the applicable Rules and Regulations, and none of the Offering Documents will include at the time of Closing any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On Agent has no responsibility for the Closing Date (as hereinafter defined)contents, accuracy or adequacy of the Offering Documents will contain all statements which are required to be stated therein in accordance Documents, or for the compliance of the Offering Documents, with the Act and the Rules and Regulations for the purposes requirements of the proposed Offering, and all statements Rule 502(b)(2)(ii) of material fact contained in the Offering memorandum will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any ------------------- representations or warranties as Regulation D promulgated pursuant to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use thereinSecurities Act.

Accuracy of Offering Documents. The Taken together, the Offering Documents, at the time of -------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all material statements which are required to be stated therein in accordance with the Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering memorandum Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use therein.

Accuracy of Offering Documents. The Taken together, the Offering ------------------------------ Documents, at the time of -------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all material statements which are required to be stated therein in accordance with the Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering memorandum Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, -------- however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use therein.

Accuracy of Offering Documents. The Taken together, the Offering Documents, at the time of -------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering memorandum Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use therein.

Accuracy of Offering Documents. The Taken together, the Offering Documents, at the time of -------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering memorandum Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; providedPROVIDED, however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent specifically for use therein.