Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 5 contracts
Samples: Purchase Agreement (Questar Market Resources Inc), Purchase Agreement (CHC Helicopter Corp), Purchase Agreement (CHC Ireland LTD)
Offering Memorandum. The Offering Memorandum does notMemorandum, as of its date, and at as of the Closing Time will notDate, include does 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 4 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.), Sellers’ Securities Agreement (FriendFinder Networks Inc.)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 3 contracts
Samples: www.sec.gov, Purchase Agreement (Affiliated Managers Group Inc), Affordable Residential Communities Inc
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Greater Bay Bancorp), Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Ck Witco Corp)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Triad Hospitals Inc), Purchase Agreement (Convergent Communications Inc /Co), Purchase Agreement (Golden Sky Systems Inc)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Illinois Power Co), Purchase Agreement (Kohls Corporation), Supreme International Corp
Offering Memorandum. The Offering Memorandum does not, and at on the Closing Time Issue Date will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuers in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Atlantic Broadband Management, LLC), Purchase Agreement (Language Line Costa Rica, LLC)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will shall not, include 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; provided PROVIDED, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Operating Partnership in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
Offering Memorandum. The As of the date hereof, the Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Bally Total Fitness Holding Corp), Purchase Agreement (Di Giorgio Corp)
Offering Memorandum. The Offering Memorandum does not, and at as of the Closing Time Date, will not, include an 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 PROVIDED that this representation, the Company makes no representation or warranty and agreement shall not apply with respect to any statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Equitable Resources Inc /Pa/), Purchase Agreement (Equitable Resources Inc /Pa/)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Aep Industries Inc), Purchase Agreement (Service Corporation International)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time each Delivery Date will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Letter Agreement (Province Healthcare Co), Purchase Agreement (Province Healthcare Co)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, however, that this representation, warranty and agreement shall not apply the Company makes no representations or warranties as to statements the information contained in or omissions omitted from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Initial Purchaser expressly through the Representatives specifically for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Viacom International Inc /De/, Viacom International Inc /De/
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Case Corp), Purchase Agreement (Golden Sky DBS Inc)
Offering Memorandum. The Offering Memorandum does not, and at as of the Closing Time Date, will not, include an 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 this representation, the Company makes no representation or warranty and agreement shall not apply with respect to any statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include an 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuer or the Guarantor in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Polska Telefonia Cyfrowa Sp Zoo
Offering Memorandum. (i) The Offering Memorandum does not, and at the Closing Time will not, include an not contain any untrue statement of a material fact or omit to state a any 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; provided, however, that such statement or information was not provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly for use in the Offering MemorandumPlacement Agent.
Appears in 1 contract
Samples: Placement Agency Agreement (Diffusion Pharmaceuticals Inc.)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Fisher Scientific International Inc)
Offering Memorandum. The Offering Memorandum does notMemorandum, as of its date and at as of the Closing Time Date, will not, include an 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 this representation, the Company and the Guarantors make no representation or warranty and agreement shall not apply with respect to any statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representative expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (National Credit & Guaranty CORP)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company and the Guarantors in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time referred to in Section 2 will not, include 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; provided that . The representations and warranties in this representation, warranty and agreement subsection shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will shall not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Operating Partnership in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at ------------------- the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Hammond Residential LLC
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Operating Partnership in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.. 9 (3)
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly for use in the Offering Memorandum.the
Appears in 1 contract
Samples: Purchase Agreement (Aflac Inc)
Offering Memorandum. The Offering Memorandum does not, and ------------------- at the Closing Time will not, include 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; provided that this the Company makes no representation, -------- warranty and or agreement shall not apply as to statements contained in or omissions omitted from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (California Steel Industries Inc)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser Purchasers expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided PROVIDED, however, that the representations and warranties in this representation, warranty and agreement subsection shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Representative on behalf of an Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Ampex Corp /De/)
Offering Memorandum. The As of the date hereof, the Offering Memorandum does not, and at the Closing Time the Offering Memorandum will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Packard Bioscience Co
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.. (ii)
Appears in 1 contract
Samples: Pepco Holdings Inc
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that . The representations and warranties in this representation, warranty and agreement subsection shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: General Cable Texas Operations Lp
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuers and the Guarantors in writing by any Initial Purchaser expressly through Merrxxx Xxxcx xxxressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at on the Closing Time Issue Date will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Imc Global Inc)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, representation and warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Agreement (Pinnacle Airlines Corp)
Offering Memorandum. The Offering Memorandum does not, ------------------- and at the Closing Time will not, include 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; provided provided, that this -------- representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company and the Guarantors in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Autobahn Inc)
Offering Memorandum. The Offering Memorandum does ------------------- not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, ------------------- and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Pogo Producing Co
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser Purchasers expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Dti Holdings Inc
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information relating to an Initial Purchaser furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company and the Issuer in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Nextlink Communications LLC
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Aladdin Parties in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Aladdin Gaming Enterprises Inc)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Sierra Pacific Resources /Nv/
Offering Memorandum. The Offering Memorandum does not, ------------------- and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx or Xxxxxxxxxxx Xxxxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and ------------------- at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxxxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the ------------------- Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Xxxxxxx Xxxxx expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at ------------------- the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuer or Finance Corp. in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Centennial Cellular Operating Co LLC
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Operating Partnership in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include an 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 , except that the representations and warranties set forth in this representation, warranty and agreement shall paragraph do not apply to statements in or omissions from in the Offering Memorandum made in reliance upon and in conformity with any written information furnished to the Company in writing by any of the Initial Purchaser Purchasers expressly for use in the Offering MemorandumMemorandum (or any amendments or supplements thereto).
Appears in 1 contract
Samples: Purchase Agreement (Sun Life Assurance Co of Canada Us)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly through Mexxxxx Xyxxx xxpressly for use in the Offering Memorandum.. (ii)
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the such Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information relating to the Placement Agent furnished to the Company in writing by any Initial Purchaser the Placement Agent expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Continucare Corp
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company and the Guarantors in writing by any Initial Purchaser through Banc of America expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuers in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery) will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Cv Therapeutics Inc
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser expressly through Merrxxx Xxxcx xxxressly for use in the Offering Memorandum.
Appears in 1 contract
Offering Memorandum. The Offering Memorandum does not, and at ------------------- the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any the Initial Purchaser expressly for use in the Offering Memorandum.
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Samples: Purchase Agreement (McClinch Equipment Services Inc)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time Date and at any settlement date will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any of the Initial Purchaser Purchasers through the Representatives expressly for use in the Offering Memorandum.
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Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include an 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company Issuer, the Guarantor or Holdings in writing by any Initial Purchaser expressly for use in the Offering Memorandum.
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Samples: Purchase Agreement (PTC International Finance Holding B V)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Chubb Corp)
Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of any Initial Purchaser expressly for use in the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Carriage Team Florida Cemetery LLC)