Final Offering Memorandum Sample Clauses

Final Offering Memorandum. There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any affiliate of the Company or any of their respective family members.

Final Offering Memorandum. The relative fault of each of the Sonic Parties (on the one hand) and of the Initial Purchaser (on the other hand) shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sonic Parties or their affiliates or the Initial Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Sonic Parties and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Initial Purchaser were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8(d), (i) the Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it exceeds the amount of damages that the Initial Purchaser has otherwise paid or become liable to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8(d), (A) each of the Initial Purchaser Indemnified Parties other than the Initial Purchaser shall have the same rights to contribution as the Initial Purchaser, and (B) each director, officer or employee of the Sonic Parties and each person, if any, who controls the Sonic Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act s...

Final Offering Memorandum. The Final Offering Memorandum.

Final Offering Memorandum. The Preliminary Offering Memorandum together with the Pricing Term Sheet are referred to herein as the “Disclosure Package” (the “Disclosure Package”). Because the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical information, and because many determinations involved in the preparation of the Disclosure Package and the Final Offering Memorandum are of a wholly or partially non-legal character or relate to legal matters outside the scope of our opinion letter to you of even date herewith, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Disclosure Package and the Final Offering Memorandum (except to the extent expressly set forth in letter (i) of our opinion letter to you of even date herewith) and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements (except as aforesaid). Without limiting the foregoing, we assume no responsibility for, and have not independently verified, the accuracy, completeness or fairness of the financial, accounting and statistical data included in the Disclosure Package and the Final Offering Memorandum, and we have not examined the financial, accounting or statistical records from which such data or information is derived. However, in the course of our acting as special Chilean counsel to the Company and the Guarantor in connection with the preparation of the Disclosure Package and the Final Offering Memorandum, we participated in conferences and telephone conversations with officials of Chile, your representatives and representatives of your United States and Chilean counsel, during which the contents of the Disclosure Package and the Final Offering Memorandum and related matters were discussed, and we reviewed certain other documents furnished to us by the Company. On the basis of and subject to the foregoing we confirm to you that nothing has come to our attention to cause us to believe that: (i) the Disclosure Package (except the financial, accounting and statistical data included therein, as to which we express no view), as of the Time of Sale contained or (ii) the Final Offering Memorandum (except the financial, accounting and statistical data included therein, as to which we express no view), as of its date or as of the Closing Date, contained or contains, an untrue statement of a materi...

Final Offering Memorandum. The Final Offering Memorandum will not, at its date of issuance and at the Closing Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty shall not apply to statements in or omissions from the Final Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by the Placement Agent expressly for use in the Final Offering Memorandum.

Final Offering Memorandum. The Preliminary Offering Memorandum together with the Pricing Term Sheet are referred to herein as the “Disclosure Package”. In rendering the opinions expressed below we have examined:

Final Offering Memorandum. For purposes of this Agreement, references to subsidiaries and affiliates of the Issuer shall be deemed to include the Company and its direct and indirect subsidiaries and each of their respective affiliates. Any representations and warranties made prior to the execution and delivery of the Purchase Agreement Joinder with respect to the Company and its subsidiaries, including the Constant Contact Guarantors, are made to the knowledge of the Issuer, after due inquiry.