Common use of No Material Misstatements or Omissions in Registration Statement or Prospectus Clause in Contracts

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. expressly for use therein.

Appears in 3 contracts

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

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No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an 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. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. Barclays Capital Inc. expressly for use therein.

Appears in 3 contracts

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of each Time of Delivery (as defined in Section 4(a)) and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation representations and warranty warranties in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. any Representative expressly for use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (USA Compression Partners, LP), Underwriting Agreement (USA Compression Partners, LP)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an 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. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through GxxxxxxXxxxxxx, Sxxxx Sachs & Co. expressly for use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conformsconformed, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable latest effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of each Time of Delivery (as defined in Section 5(a)) and as of the date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation representations and warranty warranties in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. any Representative or the Selling Unitholders expressly for use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (USA Compression Partners, LP), Underwriting Agreement (USA Compression Partners, LP)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b)) and as of each Time of Delivery, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of each Time of Delivery and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, the however, that this representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written (x) information furnished in writing to the Partnership Company by an Underwriter through Gxxxxxx, Sxxxx & Co. the Representatives expressly for use thereintherein or (y) the Selling Stockholder Information (as defined below). At the time of filing the Initial Registration Statement, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act.

Appears in 2 contracts

Samples: Underwriting Agreement (C&J Energy Services, Inc.), C&J Energy Services, Inc.

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, conform when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership Corporation by an Underwriter through GxxxxxxDeutsche Bank Securities, Sxxxx & Co. Inc. expressly for use therein.

Appears in 2 contracts

Samples: Grubb & Ellis Realty Advisors, Inc., Grubb & Ellis Realty Advisors, Inc.

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of each Time of Delivery and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation representations and warranty warranties in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership Company by an Underwriter through Gxxxxxx, Sxxxx & Co. any Representative expressly for use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Niska Gas Storage Partners LLC), Underwriting Agreement (Niska Gas Storage Partners LLC)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, conform when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx Sachs & Co. expressly for use therein.

Appears in 2 contracts

Samples: Common Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.), Common Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an 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. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through GxxxxxxBarclays Capital Inc. or Xxxxxxx Lynch, Sxxxx Pierce, Xxxxxx & Co. Xxxxx Incorporated expressly for use therein.

Appears in 1 contract

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx Sachs & Co. expressly for use therein.

Appears in 1 contract

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an 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. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. expressly for use therein.1

Appears in 1 contract

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conformsconformed, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable latest effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of each Time of Delivery (as defined in Section 4(a)) and as of the date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation representations and warranty warranties in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Gxxxxxx, Sxxxx & Co. any Representative expressly for use therein.

Appears in 1 contract

Samples: Underwriting Agreement (USA Compression Partners, LP)

No Material Misstatements or Omissions in Registration Statement or Prospectus. The Registration Statement conformsconformed, and any further amendments or supplements to the Registration Statement will, when they become effective, will conform, in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and do not and will did not, as of the applicable latest effective date, contain an 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 not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and will not not, as of the Time of Delivery (as defined in Section 4(a)) and as of the date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation representations and warranty warranties in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an (i) the Underwriter through Gxxxxxxor (ii) the Selling Unitholder, Sxxxx & Co. in each such case expressly for use therein.

Appears in 1 contract

Samples: USA Compression Partners, LP

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