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), Purchase Agreement (Spartan Stores Inc)

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Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated [ ], as amended or supplemented at the Applicable Time20[ ], (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 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 2 contracts

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD), Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated January 12, as amended or supplemented at the Applicable Time2017, (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 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 through the Representative 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 January 28, 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 (Firstmerit Corp /Oh/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 26, 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 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 November 13, as amended or supplemented at the Applicable Time2012, (ii) the Final Term Sheet (issuer free writing prospectuses as defined hereinin Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”) set forth on 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 (A) 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 hereofhereof or (B) to the Form T-1 of the Trustee.

Appears in 1 contract

Samples: Underwriting Agreement (BMC Software Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated March 19, as amended or supplemented at the Applicable Time, 2009 (ii) the Final Term Sheet (each issuer free writing prospectus as defined hereinin Rule 433 of the Securities Act, if any, identified in Annex I hereto (each, an “Issuer Free Writing Prospectus”) 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 At 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 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 consists of the information described as such in Section 8 6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kansas City Power & Light Co)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated Xxxxx 00, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (issuer free writing prospectus as defined herein) in Rule 433 of the Securities Act (the “Issuer Free Writing Prospectus”), 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 (St Jude Medical Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated June 26, as amended or supplemented at the Applicable Time2017, (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 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 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 (CBOE Holdings, Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 15, as amended or supplemented at the Applicable Time2014, (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 (Ross Stores Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 6, as amended or supplemented at the Applicable Time2012, (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 (Flowserve Corp)

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 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 July 17, 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 Companies 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(f) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)

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 MemorandumProspectus dated August 15, as amended or supplemented at the Applicable Time2011, (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 June 10, as amended or supplemented at the Applicable Time2009, (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 (Dell Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 29, 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 Companies 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(f) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nationstar Mortgage Holdings 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)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 27, as amended or supplemented at the Applicable Time2010, (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 (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated July 12, as amended or supplemented at the Applicable Time2007, (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 prospectuses 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 (Commercial Metals Co)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 25, as amended or supplemented at the Applicable Time2010, (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 (Sonoco Products Co)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 20, as amended or supplemented at the Applicable Time2011, (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 MemorandumProspectus dated September 10, as amended or supplemented at the Applicable Time2007, (ii) the Final Term Sheet (each issuer free writing prospectus as defined hereinin Rule 433 of the Securities Act, if any, identified in Annex I hereto (each, an “Issuer Free Writing Prospectus”) 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 At 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 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Great Plains Energy Inc)

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: Underwriting Agreement (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 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 (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)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 8, as amended or supplemented at the Applicable Time2009, (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 (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated December 15, as amended or supplemented at the Applicable Time2010, (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 MemorandumProspectus dated April 1, as amended or supplemented at the Applicable Time2009, (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 (Dell 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 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 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: Purchase Agreement (Alaska Communications Systems Group Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 19, as amended or supplemented at the Applicable Time2012, (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 (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus dated [—], (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 (Nippon Telegraph & Telephone Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 30, as amended or supplemented at the Applicable Time2009, (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 (Otter Tail Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated January 27, as amended or supplemented at the Applicable Time2009, (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 10(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Delhaize Group)

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 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 May 29, as amended or supplemented at the Applicable Time2008, (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, set forth on 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 hereofhereof or (B) to the Form T-1 of the Trustee.

Appears in 1 contract

Samples: Underwriting Agreement (BMC Software Inc)

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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 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 MemorandumProspectus dated November 14, as amended or supplemented at the Applicable Time2019, (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 (Kansas City Southern)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated March 5, as amended or supplemented at the Applicable Time2014, (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 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: Underwriting Agreement (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"). 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 August 18, as amended or supplemented at the Applicable Time2009, (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 (Watson Pharmaceuticals Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus dated , (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 and the Guarantor 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 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Syngenta Finance N.V.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 10, as amended or supplemented at the Applicable Time2017, (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 (Conagra Brands Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated April 2, 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 (Ross Stores, Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 19, as amended or supplemented at the Applicable Time2012, (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 any Underwriter through 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 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 5, as amended or supplemented at the Applicable Time2011, (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 (Nordstrom Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated August 5, 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 (Westinghouse Air Brake Technologies 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: Purchase Agreement (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 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 MemorandumProspectus dated November 29, as amended or supplemented at the Applicable Time2012, (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 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: Underwriting Agreement (McKesson Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 10, as amended or supplemented at the Applicable Time2019, (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 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 January 9, as amended or supplemented at the Applicable Time2017, (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 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 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 (CBOE Holdings, Inc.)

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 October 25, as amended or supplemented at the Applicable Time2012, (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 MemorandumProspectus dated September 24, 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 Companies 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 through the Representative consists of the information described as such in Section 8 8(e) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 31, as amended or supplemented at the Applicable Time2011, (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 (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 10, as amended or supplemented at the Applicable Time2012, (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 (Conagra Foods Inc /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 31, 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 (Illinois Tool Works Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 9, as amended or supplemented at the Applicable Time, 2010 (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 (Allied World Assurance Co Holdings LTD)

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)

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