Offering Communications. (a) Other than the Preliminary Prospectus, the Prospectus and the Ratings Issuer Free Writing Prospectus, each Underwriter severally represents, warrants and agrees with the Company, the Issuer and the Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of the Company, the Issuer and the Seller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (i) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus or the Prospectus, (ii) information relating to the CUSIPs, yield, benchmark, and trade date of the Notes and (iii) a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes (each such written communication, an “Underwriter Free Writing Prospectus”); provided, that no such Underwriter Free Writing Prospectus would be required to be filed with the Commission.
(b) Each Underwriter severally represents, warrants and agrees with the Company, the Issuer and the Seller that:
(i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were (i) made in reliance upon and in conformity with any written information furnished to the related Underwriter by the Company, the Issuer or the Seller expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission therein) in the Preliminary Prospectus, the Prospectus or the Ratings Issuer Free Writing...
Offering Communications. (a) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rule 405 under the Act. “Permitted Additional Information” shall mean the free writing prospectus dated [___________] with respect to the ratings on the Notes (the “Ratings FWP”), and any information that is included in any road show presentation the Issuer, the Company or the Bank has approved.
Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to 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 Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information previously filed with the Commission, (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:
Offering Communications. (a) The following terms have the specified meanings for purposes of this Underwriting Agreement:
Offering Communications. (a) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rule 405 under the Act. “Permitted Additional Information” shall mean information that is included in any road show presentation the Issuer, the Company or Holding has approved.
Offering Communications. (a) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rule 405 under the Act. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Act, relating to the Offered Notes that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Act because it contains a description of the Offered Notes or of the offering that does not reflect the final terms. “Permitted Additional Information” shall mean information that is included in any road show presentation the Issuer, the Company or GE Capital has approved (each, a “Road Show”).
Offering Communications. (a) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rule 405 under the Act. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus (as defined in Rule 433 under the Act) relating to the Notes that (i) is required to be filed with the Commission by the Depositor or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Act because it contains a description of the Notes or of the offering that does not reflect the final terms. “Permitted Additional Information” shall mean the free writing prospectus, dated October 17, 2013, with respect to the ratings of the Notes (the “Ratings FWP”) and the information that is included in any road show presentation the Company, the Depositor or GECC has approved (each, a “Road Show”) and Intex.cdi files containing data derived from information available in the Prospectus.
Offering Communications. Other than the Preliminary Prospectus and the Prospectus, each Underwriter, severally and not jointly, represents, warrants and agrees with TMCC and the Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of TMCC and the Seller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of TMCC, the Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) a CDI Intex file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectus, or (iv) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Act, (b) information included or to be included in the Preliminary Prospectus
Offering Communications. Other than the Preliminary Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with VW Credit and the Seller that it has not made, used, prepared, authorized, approved or referred to and will not
Offering Communications. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Securities, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) constitutes a Free Writing Prospectus.
(b) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any “issuer information”, as defined in Rule 433(h) under the Act (taking into account the interpretation of such Rule as set forth in footnote 271 of Release Numbers 33-8591, 34-52056, IC-26993 and FR-75, the “Issuer Information”), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials (as such term is defined in Item 1101 of Regulation AB under the Act) may be delivered by the Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus.
(c) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by the Underwriter pursuant to Section 10(b) will constitute all Free Writing Prospectuses of the type required to be delivered by such Underwriter pursuant to Section 10(b) that were furnished to prospective purchasers of Securities by the Underwriter in connection with its offer and sale of the Securities.
(d) The Company agrees to file with the Commission the following:
(i) Any Issuer Free Writing Prospectus;
(ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 10(b); and
(iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or te...
