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Common use of Offering Documents Clause in Contracts

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as of the date of the offer or sale of the Securities or the closing date of any such sale, contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omission.

Appears in 2 contracts

Samples: Letter Agreement (New Century Financial Corp), Letter Agreement (New Century Financial Corp)

Offering Documents. In connection with each SecuritizationThe Offering shall conform in all material respects to the registration statement on Form F-1, New ------------------ Century will be solely responsible as amended (Registration No. 333-[*]), and amendments thereto, for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of registration under the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser Act of the Securities except to the extent such contents of the Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not1933, as of amended (the date of the offer or sale of the Securities or the closing date of any such saleAct”), contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective on June [*], 2024. (the “Registration Statement”) that shall be prepared by the Company, which among other things, shall provide (i) a description of the Company and its business, assets, prospects and management, (ii) the terms and conditions of the Offering, (iii) a description of the securities being offered, and (iv) certain financial information. The Company will deliver to the Placement Agent, without charge, as many copies as the Placement Agent reasonably requests of the Registration Statement, including any exhibits attached thereto (the “Offering Documents”). If at during the offering period the Company becomes aware of any time prior to the completion of the offer and sale of the Securities an event occurs event, as a result of which the Offering Document (Registration Statement, as then supplemented amended or amended) supplemented, would include any an untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, made in light of the circumstances under in which they were made, made not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, or if it shall have notified Salomon be necessary to suspend solicitations after orders have been accepted from prospective purchasersamend or supplement the Registration Statement to comply with applicable law, it will promptly prepare) a supplement or amendment the Company shall forthwith notify the Placement Agent thereof, and furnish to the Offering Document Placement Agent in such quantities as may be reasonably requested, an amendment or amended and supplemented Registration Statement which corrects such statement statements or omissionomissions or causes the Registration Statement to comply with applicable law. Prior to the final Closing or earlier termination of the Offering, no copies of the Registration Statement or any exhibit thereto, or any material prepared by the Company in connection with the Offering will be given without the prior written permission of the Placement Agent which permission will not be unreasonably withheld or delayed, by the Company or its counsel or by any principal or agent of the Company to any person not a party to this Agreement, unless (i) such person is a director or principal shareholder of, counsel to, accountant for, or directly employed by, the Company, or is named in the Registration Statement (ii) such delivery is made to a state or federal regulatory agency in connection with a specific legal requirement of the Offering, or (iii) such delivery is required pursuant to the order of a court, a state or federal regulatory agency or applicable law.

Appears in 1 contract

Samples: Placement Agent Agreement (Siyata Mobile Inc.)

Offering Documents. In connection with each Securitization, NCCC will ------------------ be solely responsible (and New ------------------ Century will be solely responsible to the extent of any servicer information) for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century NCCC to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon Xxxxxxx Xxxxx Barney in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon Xxxxxxx Xxxxx Xxxxxx (but as to which Salomon Xxxxxxx Xxxxx Barney is not taking responsibility in the Offering Document) shall have been verified by New CenturyNCCC's independent public accountants. NCCC shall represent and warrant (and New Century shall represent and warrant to the extent of any servicer information) that the Offering Document and such other written communications will not, as of the date of the offer or sale of the Securities or the closing date of any such sale, contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon Xxxxxxx Xxxxx Xxxxxx for use specifically in such Offering Document. New Century NCCC shall authorize Salomon Xxxxxxx Xxxxx Barney to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, NCCC or New Century Century, as applicable, will promptly notify Salomon Xxxxxxx Xxxxx Xxxxxx of such event and Salomon Xxxxxxx Xxxxx Barney will suspend solicitations of prospective purchasers of the Securities until such time as NCCC or New Century Century, as applicable, shall prepare (and NCCC or New Century Century, as applicable, agrees that, if it shall have notified Salomon Xxxxxxx Xxxxx Xxxxxx to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omission.

Appears in 1 contract

Samples: Letter Agreement (New Century Financial Corp)

Offering Documents. In connection with each Securitization, New NCCC ------------------ Century will be solely responsible (and New Century will be responsible to the extent of any servicer information) for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century NCCC to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon Xxxxxxx Xxxxx Barney in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon Xxxxxxx Xxxxx Xxxxxx (but as to which Salomon Xxxxxxx Xxxxx Barney is not taking responsibility in the Offering Document) shall have been verified by New CenturyNCCC's independent public accountants. NCCC shall represent and warrant (and New Century shall represent and warrant to the extent of any servicer information) that the Offering Document and such other written communications will not, as of the date of the offer or sale of the Securities or the closing date of any such sale, contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon Xxxxxxx Xxxxx Xxxxxx for use specifically in such Offering Document. New Century NCCC shall authorize Salomon Xxxxxxx Xxxxx Barney to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, NCCC or New Century Century, as applicable, will promptly notify Salomon Xxxxxxx Xxxxx Xxxxxx of such event and Salomon Xxxxxxx Xxxxx Barney will suspend solicitations of prospective purchasers of the Securities until such time as NCCC or New Century Century, as applicable, shall prepare (and NCCC or New Century Century, as applicable, agrees that, if it shall have notified Salomon Xxxxxxx Xxxxx Xxxxxx to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omission.

Appears in 1 contract

Samples: Letter Agreement (New Century Financial Corp)

Offering Documents. In connection with each SecuritizationCepTor will deliver to you, New ------------------ Century will be solely responsible for the contents of any private placement memorandumwithout charge, prospectus supplement or other offering document used in connection with the placement as many copies as you have reasonably requested of the Securities (as such documents may be amended or supplemented and Memorandum, including any information incorporated therein by reference, exhibits attached thereto (the "Offering DocumentDocuments") ). All mailing and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents expenses associated with distribution of the Offering Document are provided Documents to any person, including, without limitation, potential investors, shall be paid by Salomon in writing expressly for use in CepTor. If during the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as of the date of the offer or sale of the Securities or the closing date offering period CepTor becomes aware of any such saleevent, contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (Memorandum, as then supplemented amended or amended) supplemented, would include any an untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, made in light of the circumstances under in which they were made, made not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, or if it shall have notified Salomon be necessary to suspend solicitations after orders have been accepted from prospective purchasersamend or supplement the Memorandum to comply with applicable law, it will promptly prepare) a supplement or amendment CepTor shall forthwith notify the Placement Agent thereof, and furnish to the Offering Document Placement Agent in such quantities as may be reasonably requested, an amendment or amended and supplemented Memorandum which corrects such statement statements or omissionomissions or causes the Memorandum to comply with applicable law. Prior to the Closing or earlier termination of the Offering, no copies of the Memorandum or any exhibit thereto, or any material prepared by CepTor in connection with the Offering will be given without the prior written permission of the Placement Agent, by CepTor or its counsel or by any principal or agent of CepTor to any person not a party to this Agreement, unless (i) such person is a director or principal shareholder of, counsel to, accountant for, or directly employed by, CepTor, or Xechem or is named in the Memorandum or is 10% Note or Bridge Loan holder (ii) such delivery is made to a state or federal regulatory agency in connection with a specific legal requirement of the Offering, or (iii) such delivery is required pursuant to the order of a court, a state or federal regulatory agency or applicable law. CepTor may provide copies of the Memorandum as a disclosure document to any debtholder in connection with an offer to exchange CepTor debt to Xechem.

Appears in 1 contract

Samples: Placement Agent Agreement (Medallion Crest Management Inc)

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection Funding has prepared and filed with the placement Commission the Registration Statement. The Registration Statement has been declared effective by the Commission under the Securities Act and no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the best knowledge of Funding or the Mortgages Trustee, threatened by the Commission. Funding and the Master Issuer have filed with the Commission, pursuant to Rule 424(a) or Rule 424(b) under the Securities (Act, as such documents may be amended or supplemented and including any information incorporated therein by referenceapplicable, the "Offering Document"Preliminary Prospectus, and the Master Issuer has filed, pursuant to Rule 433 under the Securities Act, any Issuer Free Writing Prospectus and any Issuer Information required to be filed by the Master Issuer on or prior to the date hereof, and have done so within the applicable period of time required under the Securities Act and the Rules and Regulations. Funding and the Master Issuer also propose to, and shall, file with the Commission pursuant to Rule 424(b) and Rule 433 under the Securities Act, as the case may be, promptly upon or after the execution and delivery of this Agreement and the Final Prospectus relating to the U.S. Issue 2007- 1 Notes and the method of distribution thereof. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any and all other written communications provided bypost-effective amendment thereto, or authorized to be provided on behalf ofat the time it became effective, New Century to any actual or prospective purchaser the Disclosure Package, as of the Securities except to the extent such contents respective dates of the Offering Document are provided by Salomon in writing expressly for use in documents included therein, and the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will notFinal Prospectus, as of the date of the offer Prospectus Supplement, complied and on the Closing Date, the Registration Statement, the Disclosure Package and the Final Prospectus (and any amendments or sale supplements thereto) will comply, in all material respects with the applicable requirements of the Securities or Act, the closing date of any such saleExchange Act and the Trust Indenture Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make and the statements therein, in light of the circumstances under which they were made, not misleading. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omissionrespective rules thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Holmes Master Issuer)

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document"a) and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents Each of the Offering Document Documents has been diligently prepared by the Company, in conjunction with its legal counsel, and is in compliance, in all material respects, with Regulation D, the Act and the requirements of all other rules and regulations of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Units are to be offered and sold. The Units will be offered and sold pursuant to the registration exemption provided by Salomon Rule 506 under Regulation D and Section 4(2) and/or Section 4(6) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in writing expressly those jurisdictions in which the Units are being offered for use sale. The Offering Documents describe all material aspects, including attendant risks, of an investment in the Offering Document Company. Neither the Company nor any Subsidiary has taken nor will it take any action which conflicts with the conditions and provided that any statisticalrequirements of, tabular or similar informationwhich would make unavailable with respect to the Offering, including computer runs, initially prepared by the exemption(s) from registration available pursuant to Regulation D or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering DocumentSection 4(2) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as and/or Section 4(6) of the date Act and knows of no reason why any such exemption would be otherwise unavailable to it. None of the offer Company, the Subsidiaries or sale their predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such persons for failing to comply with Section 503 of Regulation D. (b) None of the Securities statements, documents, certificates or other items prepared or supplied by the closing date of any such sale, contain any Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omit to state omits a 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, contained therein not misleading. Such representation There is no fact which the Company has not disclosed to the Subscriber in writing and warranty of which the Company is aware which has or could have a Material Adverse Effect. (c) Neither the Company nor any Subsidiary has distributed and will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time distribute prior to the completion of the offer and sale of the Securities an event occurs as a result of which Closing Date any offering material in connection with the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to other than the Offering Document which corrects such statement Documents or omissionany amendment or supplement thereto.

Appears in 1 contract

Samples: Subscription Agreement (Epixtar Corp)

Offering Documents. In connection with each SecuritizationFrom and after the date hereof, New ------------------ Century will Newco shall include, or cause to be solely responsible for the contents of any private placement memorandumincluded, prospectus supplement or other in every offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by referenceNewco, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon the Surviving Corporation, or any of its affiliates to raise funds for the transactions contemplated hereby, or otherwise to raise funds prior to the Closing Date, whether or not any of the LS Selling Stockholders, the Company, Safelite, LSNWY or any of their affiliates are named therein, and whether by private or public sales of securities, borrowings, or other means (but collectively, "Offering Documents"), a prominent, boldfaced statement in substantially the following form: "THIS DOCUMENT HAS BEEN PREPARED BY NEWCO IN CONSULTATION WITH THE MANAGEMENT OF SAFELITE GLASS CORP. NEITHER SAFELITE NOR LEAR XXXGXXX XXXDINGS CORP. SHALL HAVE ANY LIABILITY WITH RESPECT TO THE [NOTES] PRIOR TO THE CLOSING OF THE MERGER OF NEWCO INTO SAFELITE AND THE ACQUISITION OF LEAR XXXGXXX BY LSAC. NONE OF THE STOCKHOLDERS OF LEAR SIEGXXX XX ANY OF THEIR AFFILIATES WILL HAVE ANY LIABILITY FOR THIS OFFERING." Newco further agrees that, while Newco may make such disclosures as it deems appropriate under applicable law with respect to this Agreement, Newco shall describe the Company and the Subsidiaries and any of their affiliates in any Offering Documents only with the prior approval of the Company as to which Salomon is such description. If Newco requests the approval of the Company pursuant hereto, the Company shall respond to such request in a reasonably expeditious manner and will not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountantsunreasonably withhold such approval. New Century shall represent and warrant The parties acknowledge that the Offering Document and such other written communications will not, Documents may describe Safelite Glass Corp. as the issuer of the date of the offer or sale of the Securities any securities or the closing date borrower of any borrowings, so long as. any such sale, contain any untrue statement of a material fact or omit - description expressly states that such references are to state a material fact required to be stated therein or necessary in order to make Safelite Glass Corp. the statements therein, in light of Surviving Corporation after the circumstances under which they were made, Merger and not misleading. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omission.current Safelite Glass Corp.

Appears in 1 contract

Samples: Recapitalization Agreement and Plan of Merger and Stock Purchase Agreement (Safelite Glass Corp)

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document"a) and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents Each of the Offering Document Documents has been diligently prepared by the Company, in conjunction with its legal counsel, and is in compliance, in all material respects, with Regulation D, the Act and the requirements of all other rules and regulations of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are provided by Salomon in writing expressly for use to be offered and sold. Assuming the Subscriber’s representations contained herein and the representations of the other subscribers in the Offering Document contained in their respective subscription agreements are true, correct and complete, the Securities will be offered and sold pursuant to the registration exemption provided that by Rule 506 under Regulation D and Section 4(2) and/or Section 4(6) of the Act as a transaction not involving a public offering and the requirements of any statistical, tabular or similar informationother applicable state securities laws and the respective rules and regulations thereunder in those jurisdictions in which the Securities are being offered for sale. The Offering Documents describe all material aspects, including computer runsattendant risks, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility an investment in the Offering DocumentCompany. Neither the Company nor any Subsidiary has taken nor will it take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemption(s) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as from registration available pursuant to Regulation D or Section 4(2) and/or Section 4(6) of the date Act and knows of no reason why any such exemption would be otherwise unavailable to it. None of the offer Company, the Subsidiaries nor their predecessors or sale affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such persons for failing to comply with Section 503 of Regulation D. (b) None of the Securities statements, documents, certificates or other items prepared or supplied by the closing date of any such sale, contain any Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omit to state omits a 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, contained therein not misleading. Such representation There is no fact which the Company has not disclosed to the Subscriber in writing and warranty of which the Company is aware which has or could have a Material Adverse Effect. (c) Neither the Company nor any Subsidiary has distributed and will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time distribute prior to the completion of the offer and sale of the Securities an event occurs as a result of which Closing Date any offering material in connection with the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to other than the Offering Document which corrects such statement Documents or omissionany amendment or supplement thereto.

Appears in 1 contract

Samples: Subscription Agreement (Medgenics, Inc.)

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document"a) and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents Each of the Offering Document Documents has been diligently prepared by the Company, in conjunction with its legal counsel, and is in compliance, in all material respects, with Regulation D, the Act and the requirements of all other rules and regulations of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold. The Securities will be offered and sold pursuant to the registration exemption provided by Salomon Rule 506 under Regulation D and Section 4(2) and/or Section 4(6) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in writing expressly those jurisdictions in which the Securities are being offered for use sale. The Offering Documents describe all material aspects, including attendant risks, of an investment in the Offering Document Company. Neither the Company nor any Subsidiary has taken nor will it take any action which conflicts with the conditions and provided that any statisticalrequirements of, tabular or similar informationwhich would make unavailable with respect to the Offering, including computer runs, initially prepared by the exemption(s) from registration available pursuant to Regulation D or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering DocumentSection 4(2) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as and/or Section 4(6) of the date Act and knows of no reason why any such exemption would be otherwise unavailable to it. None of the offer Company, the Subsidiary or sale their predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such persons for failing to comply with Section 503 of Regulation D. (b) None of the Securities statements, documents, certificates or other items prepared or supplied by the closing date of any such sale, contain any Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omit to state omits a 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, contained therein not misleading. Such representation There is no fact which the Company has not disclosed to the Subscriber in writing and warranty of which the Company is aware which has or could have a Material Adverse Effect. (c) Neither the Company nor any Subsidiary has distributed and will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities. If at any time distribute prior to the completion of the offer and sale of the Securities an event occurs as a result of which Closing Date any offering material in connection with the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to other than the Offering Document which corrects such statement Documents or omissionany amendment or supplement thereto.

Appears in 1 contract

Samples: Subscription Agreement (Sparta Commercial Services, Inc.)

Offering Documents. In connection with each SecuritizationThe Offering shall conform in all material respects to the registration statement on Form F-1, New ------------------ Century will be solely responsible as amended (Registration No. 333-280002), and amendments thereto, for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of registration under the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser Act of the Securities except to the extent such contents of the Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not1933, as of amended (the date of the offer or sale of the Securities or the closing date of any such saleAct”), contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon to provide the Offering Document to prospective purchasers of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective on June [*], 2024. (the “Registration Statement”) that shall be prepared by the Company, which among other things, shall provide (i) a description of the Company and its business, assets, prospects and management, (ii) the terms and conditions of the Offering, (iii) a description of the securities being offered, and (iv) certain financial information. The Company will deliver to the Placement Agent, without charge, as many copies as the Placement Agent reasonably requests of the Registration Statement, including any exhibits attached thereto (the “Offering Documents”). If at during the offering period the Company becomes aware of any time prior to the completion of the offer and sale of the Securities an event occurs event, as a result of which the Offering Document (Registration Statement, as then supplemented amended or amended) supplemented, would include any an untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, made in light of the circumstances under in which they were made, made not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, or if it shall have notified Salomon be necessary to suspend solicitations after orders have been accepted from prospective purchasersamend or supplement the Registration Statement to comply with applicable law, it will promptly prepare) a supplement or amendment the Company shall forthwith notify the Placement Agent thereof, and furnish to the Offering Document Placement Agent in such quantities as may be reasonably requested, an amendment or amended and supplemented Registration Statement which corrects such statement statements or omissionomissions or causes the Registration Statement to comply with applicable law. Prior to the final Closing or earlier termination of the Offering, no copies of the Registration Statement or any exhibit thereto, or any material prepared by the Company in connection with the Offering will be given without the prior written permission of the Placement Agent which permission will not be unreasonably withheld or delayed, by the Company or its counsel or by any principal or agent of the Company to any person not a party to this Agreement, unless (i) such person is a director or principal shareholder of, counsel to, accountant for, or directly employed by, the Company, or is named in the Registration Statement (ii) such delivery is made to a state or federal regulatory agency in connection with a specific legal requirement of the Offering, or (iii) such delivery is required pursuant to the order of a court, a state or federal regulatory agency or applicable law.

Appears in 1 contract

Samples: Placement Agent Agreement (Siyata Mobile Inc.)

Offering Documents. In connection with each Securitization(i) The Time of Sale Document, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement as of the Securities (as such documents may be amended Applicable Time, did not include any untrue statement of a material fact or supplemented and including any information incorporated therein by referenceomit to state a material fact necessary to make the statements therein, in the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser light of the Securities except to circumstances under which they were made, not misleading, (ii) the extent such contents of the Final Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will notMemorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the offer or sale circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication, when taken together with the Time of Sale Document at the Securities or time such Company Additional Written Communication was made, did not, and, at the closing date of any such saleClosing Date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. The foregoing representation and warranty will made in this Section 6(a) shall not cover apply to any statements or omissions made in reliance on and in conformity with information provided relating to the Initial Purchaser furnished in writing to the Company by Salomon the Initial Purchaser specifically for use inclusion in the Time of Sale Document or the Final Offering Memorandum. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company by the Initial Purchaser specifically for inclusion in such the Time of Sale Document or the Final Offering Document. New Century shall authorize Salomon to provide Memorandum is the Offering Document to prospective purchasers information set forth (i) on the cover page of the Securities. If at any time prior Final Offering Memorandum with respect to the completion price of the offer and sale Notes, (ii) in the first sentence of the Securities an event occurs as a result fifth paragraph under the caption “Plan of which Distribution,” (iii) in the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light fifth and sixth sentences of the circumstances sixth paragraph under which they were made, not misleading, New Century will promptly notify Salomon the caption “Plan of such event Distribution,” (iv) in the first and Salomon will suspend solicitations of prospective purchasers last sentences of the seventh paragraph under the caption “Plan of Distribution” and (v) the sixth and seventh sentences of the last risk factor on page 24 of the Time of Sale Document and the Final Offering Memorandum (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Time of Sale Document and the Final Offering Memorandum, as of their respective dates contained, and the Final Offering Memorandum, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omissionAct.

Appears in 1 contract

Samples: Purchase Agreement (Dingley Press, Inc.)

Offering Documents. In connection with The Company has prepared a preliminary offering memorandum dated April 3, 2013 (the “Preliminary Offering Memorandum”) and a pricing term sheet substantially in the form attached hereto as Annex C (the “Pricing Term Sheet”) dated April 10, 2013, setting forth or including a description of the terms of the Securities, each Securitization, New ------------------ Century will be solely responsible for use by the contents of any private placement memorandum, prospectus supplement or other offering document used Initial Purchasers in connection with the placement offering of the Securities. At or prior to the time, when sales of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by referencewere first made, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf ofwhich was 4:20 p.m., New Century to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or York City time on behalf of Salomon (but as to which Salomon is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as of the date of this Agreement (the offer or sale “Time of Sale”), the Securities or Company shall have prepared the closing following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the document listed on Annex B hereto. If, subsequent to the date of any this Agreement, the Company and the Initial Purchasers have determined that such sale, contain any Time of Sale Information included an untrue statement of a material fact or omit to state omitted a statement of material fact required to be stated therein or necessary in order to make the statements information therein, in the light of the circumstances under which they were it was made, not misleading. Such representation misleading and warranty will not cover information provided in writing by Salomon for use specifically in such Offering Document. New Century shall authorize Salomon have agreed to provide the Offering Document an opportunity to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon of such event and Salomon will suspend solicitations of prospective purchasers of the Securities until to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such time new purchase contract. Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser an offering memorandum (the “Offering Memorandum”), which will consist of the Preliminary Offering Memorandum with such changes therein as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon are required to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment reflect the information contained in the Pricing Term Sheet. All references herein to the Offering Document Memorandum shall be deemed to be a reference to both the Preliminary Offering Memorandum and the Offering Memorandum. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Preliminary Offering Memorandum, Time of Sale Information or the Offering Memorandum shall be deemed to refer to and include any documents filed by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”) subsequent to the date of this Agreement which corrects such statement or omissionare incorporated by reference therein.

Appears in 1 contract

Samples: Purchase Agreement (Penn Virginia Corp)

Offering Documents. In connection with each Securitization, New ------------------ Century will be solely responsible for the contents of any private placement memorandum, prospectus supplement or other offering document used in connection with the placement of the Securities (as such documents may be amended or supplemented and including any information incorporated therein by reference, the "Offering Document") and any and all other written communications provided by, or authorized to be provided on behalf of, New Century to any actual or prospective purchaser of the Securities except to the extent such contents of the Offering Document are provided by Salomon SBI in writing expressly for use in the Offering Document and provided that any statistical, tabular or similar information, including computer runs, initially prepared by or on behalf of Salomon SBI (but as to which Salomon SBI is not taking responsibility in the Offering Document) shall have been verified by New Century's independent public accountants. New Century shall represent and warrant that the Offering Document and such other written communications will not, as of the date of the offer or sale of the Securities or the closing date of any such sale, contain any untrue statement of a material fact or omit to state a 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. Such representation and warranty will not cover information provided in writing by Salomon SBI for use specifically in such Offering Document. New Century shall authorize Salomon SBI to provide the Offering Document to prospective purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs as a result of which the Offering Document (as then supplemented or amended) would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Century will promptly notify Salomon SBI of such event and Salomon SBI will suspend solicitations of prospective purchasers of the Securities until such time as New Century shall prepare (and New Century agrees that, if it shall have notified Salomon SBI to suspend solicitations after orders have been accepted from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Document which corrects such statement or omission.

Appears in 1 contract

Samples: Letter Agreement (New Century Financial Corp)