Limited Offering Memorandum Sample Clauses

Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto.
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Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non-City Disclosures; and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.
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Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Limited Offering Memorandum of the DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” “— Status of Improvement Area #1,” “— Homebuilders and Status of Home Construction,” “— The Reimbursement Agreement” and “— Phased Bonds,” “THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “APPRAISAL OF BOND ASSESSED PARCELS,” “THE MARKET STUDY,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1 Improvements and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS — Litigation – The Developer,” “CONTINUING DISCLOSURE — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then- current form shall be conclusively deemed to be complete and correct in all material respects. DRAFT
Sample 1
Limited Offering Memorandum. The Owner, together with the Developer, has provided the information set forth in the Limited Offering Memorandum under the subheadings “INTRODUCTION–The District”; “INTRODUCTION–The Owner”; “INTRODUCTION—The Developer”; and “INTRODUCTION—The Development” and the headings “PROPOSED DEVELOPMENT OF TALLGRASS CREEK”, and “NO LITIGATION” (second paragraph only), and such information does not contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Owner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this paragraph.
Sample 1
Limited Offering Memorandum. In connection with the sale of the Bonds, the Company has prepared a preliminary limited offering memorandum, dated July 14, 2016 (as amended or supplemented as of the date hereof, the “Preliminary Limited Offering Memorandum”), and the Limited Offering Memorandum. Each of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum sets forth certain information concerning the Issuer, the Company, the Financing Documents and the Bonds. In order to enable the Underwriter to comply with Rule 15c2-12 (the “Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and rules of the Municipal Securities Rulemaking Board (the “MSRB”), the Company shall provide to the Underwriter sufficient copies of the Limited Offering Memorandum in electronic word-searchable portable document format, which the Issuer (only with respect to the statements therein with respect to the Issuer under the captions “THE ISSUER” and “LITIGATION”) and the Company (with respect to all other statements therein) deemed final as of its date. The Issuer and the Company hereby ratify and confirm the use by the Underwriter prior to the Date Hereof of the Preliminary Limited Offering Memorandum, and authorize the use of the Limited Offering Memorandum by the Underwriter, in connection with the public offering and sale of the Bonds. The Underwriter agrees to provide a certificate at Closing stating that it has filed a copy of the Limited Offering Memorandum with the MSRB in accordance with the Rule and stating whether or not the Underwriter retains any unsold balance of Bonds for sale to the public. In the event that it does so retain for sale to the public any such Bonds as of the Closing, the Underwriter agrees to promptly notify the Issuer and the Company of the date on which the Underwriter no longer retains any unsold balance of the Bonds for sale to the public.
Sample 1
Limited Offering Memorandum. The City represents that; (i) the information contained in the Limited Offering Memorandum with respect to the City under the captions “THE CITY” (other than the subheadings “City Socioeconomic Data” and “Population”) and “NO LITIGATION” (first paragraph only) is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the information contained under the subcaptions “THE CITY” -- “City Socioeconomic Data” and “THE CITY” -- “Population” and in Appendix F -- Socioeconomic Data for the City of Overland Park, Kansas”, fairly summarizes the information presented therein.
Sample 1
Limited Offering Memorandum. From the time of its initial delivery and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum with respect to the City under the captions “THE CITY,” “THE DISTRICT” and “LEGAL MATTERS – Litigation – The City” does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.
Sample 1
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Limited Offering Memorandum 
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Related to Limited Offering Memorandum

  • Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, 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 the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

  • Prospectus The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

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