Negative Assurance Sample Clauses

Negative Assurance. (i) The Disclosure Package, when taken together as a whole as of the Execution Time and (ii) each electronic road show when taken together as a whole with the Disclosure Package as of the Execution Time, do 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 statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.

Negative Assurance. To the knowledge of the Shareholder, none of the representations and warranties made by the Cedar Creek Companies in the Merger Agreement, the Ancillary Agreements or any other agreements, documents or instruments referred to in the Merger Agreement or contemplated thereby to which either of the Cedar Creek Companies is a party are untrue or incorrect.

Negative Assurance. The Placement Agent shall have received on each Closing Date the negative assurance, dated as of such Closing Date, in form and substance satisfactory to the Placement Agent.

Negative Assurance. For purposes of this letter, I have assumed the information in the Prospectus Supplement of the type referred to in Rule 430B(f)(1) of the General Rules and Regulations under the Securities Act was deemed to be a part of and included in the Registration Statement pursuant to such Rule 430B(f)(1) as of the date of the Equity Distribution Agreement. My identification of documents and information as part of the Final Prospectus has been at your request and with your approval. Such identification is for the limited purpose of making the statements set forth in this letter and is not the expression of a view by me as to whether any such information has been or should have been conveyed to investors generally or to any particular investors at any particular time or in any particular manner.

Negative Assurance. The opinions of Gusrae, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations.

Negative Assurance. The Representatives shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Additional Closing Date that the Preliminary Offering Memorandum, any other Time of Sale Information or the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus under the captions "Business -- Regulation -- International Maritime Organization (or IMO)," "Business-Regulation-Environmental Regulations -- The United States Oil Pollution Act of 1990 (or OPA 90)," "Business -- Regulation -- Environmental Regulations -- Other Environmental Initiatives," "Business -- Taxation of the Partnership -- ▇▇▇▇▇▇▇▇ Islands Taxation," "Conflicts of Interest and Fiduciary Duties," "The Partnership Agreement-Limited Liability" and "Enforcement of Civil Liabilities," on the basis of the procedures undertaken by us (and relying as to materiality to the extent we deem appropriate upon the opinions of officer and other representatives of the Partnership), no facts have come to our attention that cause us to believe that the statements contained in the Registration Statement and the Prospectus under such captions contained as of its effective date an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading.

Negative Assurance. In addition, we advise you supplementally as a matter of fact and not opinion that based solely upon certifications contained in the Certificate, except to the extent set forth in the Certificate, to our knowledge, there are no pending or overtly threatened actions or proceedings against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that purport to affect the legality, validity, binding effect or enforceability of the Credit Agreement or any of the Notes or the consummation of the transactions contemplated thereby or that are likely to have a materially adverse effect upon the financial condition or operations of the Borrower or any of its Subsidiaries.

Negative Assurance. Prior to the Closing, the Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of the Placement Agent, is material, or omits to state any fact which, in the opinion of the Placement Agent, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.