Offering Materials and Other Information Clause Samples
The "Offering Materials and Other Information" clause defines the obligations and procedures regarding the provision and use of documents and data related to an offering, such as prospectuses, financial statements, or marketing materials. Typically, this clause specifies what materials must be delivered to potential investors or counterparties, outlines any restrictions on their use or distribution, and may require updates if new information arises. Its core function is to ensure that all parties have access to accurate and necessary information, thereby promoting transparency and informed decision-making in the context of the offering.
Offering Materials and Other Information. The Subscriber has received and read a copy of the confidential Private Placement Memorandum of Energy Capital Partners III, LP (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”), this Subscription Agreement and the Partnership Agreement provided to the Subscriber before the General Partner’s initial acceptance of any of the Subscriber’s requested capital commitment amount (collectively, the “Offering Materials”), as well as Form ADV Part 2A for Energy Capital Partners Management, LP, and the Subscriber has relied on nothing other than the Offering Materials, its own diligence and its own professional advisors in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Partnership and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the General Partner, its affiliates and/or the Partnership to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, and believes that an investment in the Interests is suitable and appropriate for the Subscriber. The Offering Materials do not comprise, and may not be construed as comprising, any solicitation of any proxy...
Offering Materials and Other Information. The Subscriber has a pre-existing and substantive personal or business relationship with the Adviser and/or any of its principals, agents or Affiliates. The Subscriber has received and read a copy of the Memorandum, this Subscription Agreement and a copy of all other Company Documents provided to the Subscriber before the Company’s initial acceptance of any of the Subscriber’s requested commitment amount (collectively, the “Offering Materials”), and the Subscriber has relied on nothing other than the Offering Materials in deciding whether to make an investment in the Company. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Company and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the Adviser and/or the Company to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Shares and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Shares, and believes that an investment in the Shares is suitable and appropriate for the Subscriber.
Offering Materials and Other Information. (a) Differences with Offering Materials. The Purchaser acknowledges that in the event of any differences between the terms provided in this Purchase Agreement and any Offering Materials, the terms and conditions of this Purchase Agreement shall supersede any contrary information set forth in the Offering Materials. The Purchaser has had an opportunity to (i) ask questions of and 16
Offering Materials and Other Information. (i) The Purchaser acknowledges that, as of the date hereof: (a) Purchaser is aware that the Company is subject to all the risks incident to the creation and development of a new business,
Offering Materials and Other Information