Common use of Offering Memorandum Clause in Contracts

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Purchaser, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 8 contracts

Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)

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Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the each Purchaser, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to the each Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 6 contracts

Samples: Exchange Agreement, Exchange Agreement (Wells Fargo & Company/Mn), VMTP Purchase and Exchange Agreement (Bank of America Corp /De/)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Purchaser, when considered together with this Agreement and any the other information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 6 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Closing Date Purchaser, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to the Closing Date Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the PurchaserPurchasers, when considered together with this Agreement and any the other information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser Purchasers prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the PurchaserClosing Date Purchasers, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser Closing Date Purchasers prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

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Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Subsequent Purchaser, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to the Subsequent Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Purchaser, when considered together with this Agreement and any the information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Offering Memorandum. The Offering Memorandum, true copies of which have heretofore been delivered to the Purchaser, when considered together with this Agreement and any the other information made available pursuant to the Due Diligence Request or disclosed in writing to the Purchaser prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Offering Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)

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