Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Spartan Stores Inc), Spartan Stores Inc

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Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter to the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as As of 5:00 pm (Eastern 10:00 p.m., New York time) , on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Initial Purchaser through the behalf of the Initial Purchasers specifically Representatives expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Alliance Data Systems Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The As of 7:00 a.m., New York time, on May 5, 2011 (the “Applicable Time”), the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company and the Guarantors by or on any Initial Purchaser through the behalf of the Initial Purchasers specifically Representative expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Alaska Communications Systems Group Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated February 23, as amended or supplemented at the Applicable Time2015, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Flowserve Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated [ ], as amended or supplemented at the Applicable Time[ ], (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Toyota Motor Corp/

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as As of 5:00 pm (Eastern p.m., New York time) , on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically Purchaser for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any the Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Jakks Pacific Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated March 20, as amended or supplemented at the Applicable Time2013, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Stryker Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated February 26, as amended or supplemented at the Applicable Time2018, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Stryker Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at preliminary prospectus relating to the Securities that was included in the Registration Statement immediately prior to the Applicable Time, Time (as defined below) and (ii) a schedule indicating the Final Term Sheet number of Units being sold and the price at which the Units will be sold to the public. As of :00 [a/p].m. (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern New York time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically any Underwriter through BAS expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (National Security Solutions Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as As of 5:00 pm (Eastern 7:30 p.m., New York time) , on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the any Initial Purchasers specifically Purchaser through BAS expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Salix Pharmaceuticals LTD)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 4, as amended or supplemented at the Applicable Time2016, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bard C R Inc /Nj/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) management presentation relating to the Notes posted on Nxxxxxxxxxx.xxx, and (iii) any other writings that a schedule in the parties expressly agree in writing to treat form attached hereto as part Schedule C indicating the aggregate principal amount of Notes being sold and the Disclosure Package ("Issuer Written Information")price at which the Notes will be sold. The Disclosure Package as of 5:00 4:00 pm (Eastern time) on the date hereof (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on any Initial Purchaser through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Quanta Services Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 18, as amended or supplemented at the Applicable Time2020, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Stryker Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as As of 5:00 pm (Eastern pm, New York time) , on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the any Initial Purchasers specifically Purchaser through BAS expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Health Management Associates Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumBase Prospectus, and the preliminary prospectus supplement, as amended or supplemented at the Applicable Timesupplemented, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule A hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser the Underwriter consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Essex Property Trust Inc)

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Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the 1933 Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex II to the applicable Terms Agreement and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representative(s) specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Terms Agreement (Wellpoint Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 8, as amended or supplemented at the Applicable Time2021, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimePricing Prospectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Usg Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as As of 5:00 pm (Eastern 5:30 p.m., New York time) , on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company and the Guarantors by or on the behalf of the any Initial Purchasers specifically Purchaser through BAS expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Alaska Communications Systems Group Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 8:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on any Initial Purchaser through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Polymedica Corp)

Disclosure Package. The term "Disclosure Package" shall mean (iA) the Preliminary Offering Memorandum, as amended or supplemented at At the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Final Prospectus, when taken together as a whole and ("Issuer Written Information"). The B) each electronic road show, if any, when taken together as a whole with the Disclosure Package as and the price to the public, the number of 5:00 pm (Eastern time) Initial Securities and the number of Option Securities to be included on the date hereof (cover page of the "Applicable Time") will Final Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 6 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FreeSeas Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated July 20, as amended or supplemented at the Applicable Time2020, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Flir Systems Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated February 27, as amended or supplemented at the Applicable Time2007, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (McKesson Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser the Underwriters consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated Xxxxx 0, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule II hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: McKesson Corp

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")) as identified on Exhibit A hereto. The Disclosure Package as of 5:00 pm 6:00 a.m. (Eastern time) on the date hereof August 24, 2007 (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on any Initial Purchaser through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Anthracite Capital Inc)

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