No False or Misleading Statements. (a) Each of the Standby Purchaser, Members Mutual and HoldCo, severally and not jointly, agrees that the information provided and to be provided in writing by or on behalf of the Standby Purchaser, Members Mutual or HoldCo, as the case may be, specifically for use in the Registration Statement and the Prospectus, shall not, with respect to the information supplied by such party:
(i) in the case of the Registration Statement, on the date it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and
(ii) in the case of the Prospectus, on the expiration of the subscription offering period, 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.
(b) If at any time prior to the applicable dates referred to in Section 1.6(a), any event shall occur or condition shall exist relating to the Standby Purchaser, Members Mutual, HoldCo or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby Purchaser, Members Mutual or HoldCo, the party that discovers such information shall promptly notify the other parties and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to be promptly prepared and filed with the SEC and disseminated to the Offering Participants, as may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities laws.
No False or Misleading Statements. The information provided and to be provided by each of American General Corporation and the Company specifically for use in the Registration Statement and the Proxy Statement/Prospectus shall not, with respect to the information supplied by such party, in the case of the Registration Statement, on the date the Registration Statement becomes effective and, in the case of the Proxy Statement/Prospectus, on the date upon which the Proxy Statement/Prospectus is mailed to the shareholders of the Company and American General Corporation or on the date upon which approval of the Merger by the shareholders of the Company and of American General Corporation is obtained, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of American General Corporation and the Company agrees to correct as promptly as practicable any such information provided by it that shall have become false or misleading in any material respect and to take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus so as to correct the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the shareholders of the Company and of American General Corporation to the extent required by applicable law. The Registration Statement and the Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable law.
No False or Misleading Statements. The information provided and to be provided by each of the Company and the Investors specifically for use in the Proxy Statement shall not, with respect to the information supplied by such party, on the date upon which the Proxy Statement is mailed to the stockholders of the Company or on the date upon which approval of the transactions contemplated by this Agreement by the stockholders of the Company is obtained, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company and the Investors agrees to correct as promptly as practicable any such information provided by it that shall have become false or misleading in any material respect and to take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company's stockholders to the extent required by applicable law. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and other applicable law.
No False or Misleading Statements. The information provided by PartnerRe in the Registration Statement, and the information provided or to be provided by PartnerRe in the Prospectus and any prospectus supplement, on the date upon which such information was or is filed with the SEC, did not and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make any statement therein, in light of the circumstances under which it was made, not misleading.
No False or Misleading Statements. This Agreement, including the exhibits and certificates which are a part hereof, does not to the Knowledge of Seller contain any representation, warranty, or information made by Seller or provided by or on its behalf that is false or misleading with respect to any material fact.
No False or Misleading Statements. No statement made in this Agreement, the Note, any Loan Document or other written statement furnished by or on behalf of Borrower under any Loan Document, or to induce Lender to execute the Loan Documents, contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements made therein no misleading, in light of the circumstances under which they are made.
No False or Misleading Statements. Without limiting the generality of the other provisions of this Article 5, each Party agrees not to make any false or misleading statements to or concerning the other Party, including, but not limited to, the other Party’s performance and commitments, or engage in any illegal, deceptive, unethical or improper acts in connection with performing its obligations hereunder.
No False or Misleading Statements. The information provided and to be provided by each of Purchaser and the Company specifically for use in the Registration Statement and the Proxy Statement/Prospectus shall not, with respect to the information supplied by such party, in the case of the Registration Statement, on the date the Registration Statement becomes effective and, in the case of the Proxy Statement/Prospectus, on the date upon which the Proxy Statement/Prospectus is mailed to the shareholders of the Company or on the date upon which approval of the Merger by the shareholders of the Company is obtained, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Purchaser and the Company agrees to correct as promptly as practicable any such information provided by it that shall have become false or misleading in any material respect and to take all
No False or Misleading Statements. No representation or warranty relating to INGENEX contained in this Agreement, nor any certificate furnished or to be furnished by INGENEX pursuant to this Agreement when taken or read together as a whole, contains or shall contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make any representation or warranty contained herein, in light of the circumstances under which made, not misleading. All Schedules and updates thereto have been and are true, correct and complete.
No False or Misleading Statements. No representation or warranty relating to PPD or SUBSIDIARY contained in this Agreement, nor any certificate furnished or to be furnished by PPD or SUBSIDIARY pursuant to this Agreement, when taken or read together as a whole, contains or shall contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make any representation or warranty contained herein, in light of the circumstances under which made, not misleading. All Schedules and updates thereto have been and are true, correct and complete.
