Offering Memoranda Sample Clauses
Offering Memoranda. The Company hereby confirms that it has authorized the use of the Disclosure Package, including the Preliminary Offering Memorandum, and the Final Offering Memorandum in connection with the offer and sale of the Notes by the Initial Purchaser. Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Disclosure Package or the Final Offering Memorandum complied when it was filed, or will comply when it is filed, as the case may be, in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. The Preliminary Offering Memorandum, at the date thereof, did not contain any 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. At the date of this Agreement, the Closing Date and on any Subsequent Closing Date, the Final Offering Memorandum did not and will not (and any amendment or supplement thereto, at the date thereof, at the Closing Date and on any Subsequent Closing Date, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Final Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in Section 8 hereof.
Offering Memoranda. Each of the Fund PPMs, ARCap 2003-1 Resecuritization Trust Offering Memorandum, ARCap 2004-1 Resecuritization Trust Offering Memorandum, ARCap 2005-1 Resecuritization Trust Offering Memorandum, ARCap 2004-RR3 Resecuritization Trust Offering Memorandum, ARCap 2005-RR5 Resecuritization Trust Offering Memorandum and ARCap 2006-RR7 Resecuritization Trust Offering Memorandum, together, in each case, with any supplements thereto, in each case when read together with the related Final Fund Documents in their entirety, did not, as of their respective dates, 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.
Offering Memoranda. The Company and the Guarantor have prepared or will prepare a Preliminary Offering Memorandum and a Final Offering Memorandum. The Preliminary Offering Memorandum, the General Disclosure Package and the Final Offering Memorandum have been prepared by the Company and the Guarantor for use by the Purchasers in connection with the offer and resale of the Offered Securities. No order or decree preventing or suspending the use of the Preliminary Offering Memorandum, the General Disclosure Package or the Final Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has been commenced or is pending, or to the knowledge of the Company or the Guarantor, threatened.
Offering Memoranda. 42 4.21 Fund Reports................................................43 4.22 REIT........................................................43
Offering Memoranda. The Company has prepared or will prepare a Preliminary Offering Memorandum and a Final Offering Memorandum. The Preliminary Offering Memorandum, the General Disclosure Package and the Final Offering Memorandum have been prepared by the Company for use by the Initial Purchasers in connection with the offer and resale of the Offered Securities. No order or decree preventing or suspending the use of the Preliminary Offering Memorandum, the General Disclosure Package or the Final Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has been commenced or is pending, or to the knowledge of the Company, threatened.
Offering Memoranda. Until such time as a particular Investment Partnership has been syndicated and fully capitalized, the Guarantor shall cause each such Investment Partnership to not amend or modify any of the provisions of its Offering Memorandum in any material manner without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed, except that no such consent shall be required for amendments that are necessary to correct any inaccuracy or omission in an Offering Memorandum unless such correction consists of a decrease in the projected returns on an investment in such Investment Partnership.
Offering Memoranda. (a) The Offering Memorandum, as of its date and at the Closing Date, did not and will not as of such dates contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission relating to matters of foreign law, any statement included in the Offering Memorandum describing the Placement Agent, the statements in paragraph 3 on page 2 of the Offering Memorandum, the statements in the last paragraph on page 45 and the fifth paragraph on page 46 under the heading "Plan of Distribution and Restrictions on Resale" in the Offering Memorandum or any other statement or omission made in reliance upon, and in conformity with, information furnished in writing to the Company by the Placement Agent expressly for use in the Offering Memorandum; and provided, however, that this representation and warranty shall not apply to any statement contained in the Offering Memorandum to the extent that a statement contained in any document filed by the Company under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the United States Securities and Exchange Commission (the "Commission") after the date of the Offering Memorandum which also is incorporated by reference in the Offering Memorandum modifies, amends or supersedes such statement.
(b) The documents incorporated by reference in the Offering Memorandum, at the time they were filed (or, if any amendment with respect thereto was filed, when such amendment was filed) with the Commission, complied in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and, when filed with the Commission (or in the case of an amendment thereto, when such
Offering Memoranda. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated June 11, 1997 (including any and all exhibits thereto and any information incorporated by reference therein, and collectively with the "Supplement dated June 17, 1997 to Preliminary Offering Memorandum Dated June 11, 1997", the "Preliminary Offering Memorandum"), and an offering memorandum, dated June 19, 1997 (including any and all exhibits thereto and any information incorporated by reference therein, the "Offering Memorandum"). Each of the Preliminary Offering Memorandum and the Offering Memorandum sets forth certain information concerning the Company and the Securities. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any references herein to the terms "amend", "amendment" or "
Offering Memoranda. The Preliminary Offering Memorandum, as of its date, did not, and the Offering Memorandum as of the Closing Date, will not, contain any 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; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser for use in the Preliminary Offering Memorandum or the Offering Memorandum.
Offering Memoranda. 5, 19 Officer's Certificate..........................................................5