Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale Information, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale Information, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 2 contracts
Samples: Purchase Agreement (Archrock Partners, L.P.), Purchase Agreement (Archrock Partners, L.P.)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an a “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not not, as of the Time of Sale, and when taken together with the Final Offering Memorandum at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 2 contracts
Samples: Purchase Agreement (Kraton Corp), Purchase Agreement (Kraton Corp)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (eacheach (other than (i) and (ii) above), an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Partnership in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 2 contracts
Samples: Purchase Agreement (Genesis Energy Lp), Purchase Agreement (Genesis Energy Lp)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, Sale contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 2 contracts
Samples: Purchase Agreement (Warner Chilcott PLC), Purchase Agreement (Warner Chilcott PLC)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 2 contracts
Samples: Purchase Agreement (Exterran Partners, L.P.), Purchase Agreement (Exterran Partners, L.P.)
Issuer Additional Written Communications. The Issuers Par Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Par Parties or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Par Parties in writing by any the Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication, which information is limited to the Purchaser Information.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers have Issuer has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum Circular and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Issuer and the Guarantors or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Issuer in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers have Issuer has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective Issuer and its agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Issuer in writing by or on behalf of any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Samples: Purchase Agreement (Chesapeake Oilfield Operating LLC)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale Information, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale Information, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Samples: Purchase Agreement (Archrock, Inc.)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale Information, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale Information, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading; provided that this representation, the Issuers make no representation or warranty and agreement shall not apply with respect to any statements in or omissions from made in each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Samples: Purchase Agreement (Archrock, Inc.)
Issuer Additional Written Communications. The Issuers have Issuer has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Issuer and the Guarantors or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Issuer in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers Partnership Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Partnership Parties or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Issuer in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers Par Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Par Parties or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Par Parties in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale InformationPricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iii) of the preceding sentence (eacheach (other than (i) and (ii) above), an “Issuer Additional Written Communication”), when taken together with the Time of Sale InformationPricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Partnership in writing by any Initial Purchaser through the Representative Representatives expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Issuer Additional Written Communications. The Issuers Issuer and the Guarantors have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale Information, (ii) the Final Offering Memorandum and (iiiii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers Issuer or the Guarantors or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iiiii) of the preceding sentence (each, an a “Issuer Additional Written Communication”), when taken together with the Time of Sale Information, did not as of the Time of Sale, and Offering Memorandum at the Closing Date or any Sale Date and the related Settlement Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers Issuer in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Samples: Purchase Agreement (Global Cash Access Holdings, Inc.)
Issuer Additional Written Communications. The Issuers have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any “written communication” (as defined in rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Time of Sale Information, Offering Circular and (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(b3(a). Each such communication by the Issuers or their respective agents and representatives (other than the Initial Purchasers in their capacity as such) pursuant to clause (iiiii) of the preceding sentence (each, an a “Issuer Additional Written Communication”), when taken together with the Time of Sale Information, did not as of the Time of Sale, and Offering Circular at the Closing Date will did not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuers in writing by any Initial Purchaser through the Representative Representatives expressly for use in any Issuer Additional Written Communication.
Appears in 1 contract
Samples: Purchase Agreement (Kraton Performance Polymers, Inc.)