Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular.
Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. All references to dollar amounts are references to U.S. dollars.
Preliminary Offering Circular. Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP as counsel to the Depositor; and (x) the reasonable fees and expenses of Xxxxx Xxxxx LLP, as counsel to the Underwriters and the Initial Purchasers. If the Seller elects to exercise its rights under Section 12.14 of the Pooling and Servicing Agreement, then the Seller shall pay the reasonable costs and expenses (if any) of the Depositor, Master Servicer, Special Servicer and Trustee resulting from such parties’ obligations to cooperate with the Seller under Section 12.14 of the Pooling and Servicing Agreement.
Preliminary Offering Circular. As a result of the increase, total debt and total capitalization as set forth under “Capitalization” in the Preliminary Offering Circular, based on the use of proceeds described therein, will increase by the amount of the increased debt. Other corresponding changes will be made where applicable throughout the Preliminary Offering Circular. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Circular. All references to dollar amounts are references to U.S. dollars.
Preliminary Offering Circular the Preliminary Offering Circular contained as of its date of issue all information which was (in the context of the issue, offering and sale of the Notes) material; as of such date such information was true and accurate in all material respects and was not misleading in any material respect; any opinions, predictions or intentions expressed in the Preliminary Offering Circular were as of such date honestly held or made and were not misleading in any material respect; the Preliminary Offering Circular did not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the issue, offering and sale of Notes) not misleading in any material respect; and all proper enquiries were made to verify the foregoing;
Preliminary Offering Circular. The Preliminary Offering Circular, as of its date, 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; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use in any Preliminary Offering Circular, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in Section 7(b) hereof.
Preliminary Offering Circular. (a) All statements of fact contained in the Preliminary Offering Circular, which is attached to Section 4.7 of Parent's Disclosure Schedule, as of its date are true and accurate in all material respects and not misleading and all forecasts and estimates contained therein are as of its date made on reasonable grounds, are based on reasonable assumptions, are fair and honestly held and have been made after due and careful inquiry and consideration. There is no information which has not been disclosed in the Preliminary Offering Circular the omission of which makes any statement therein misleading as of its date or which in the context of the offering of the Bonds (as defined in the Preliminary Offering Circular), is material for disclosure therein as of its date.
(b) The Preliminary Offering Circular, as of its date, contains all information with respect to Parent and the Parent Subsidiaries and the Parent Shares which is material in the context of the offering of the Bonds (including all information required by English law and Cayman Islands law and the information which, according to the particular nature of Parent and the Parent Shares, is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of Parent and of the rights attaching to the Parent Shares in accordance with section 146 of the United Kingdom Financial Services Act 1986).
(c) Subject to paragraph (e) below, the opinions and intentions expressed in the Preliminary Offering Circular, as of its date, are honestly held, have been reached after considering all relevant circumstances of which the Parent is aware and are based on reasonable assumptions.
(d) All reasonable inquiries have been made by Parent to ascertain the facts, information and statements in the Preliminary Offering Circular, as of its date, and to verify the accuracy of all such facts, information and statements as of the date of such document.
(e) For the avoidance of any doubt, no representation or warranty is made by Parent that the transactions described in the Preliminary Offering Circular will be consummated.
Preliminary Offering Circular. The information in this Pricing Supplement supplements the Preliminary Offering Circular and supersedes the information in the Preliminary Offering Circular to the extent it is inconsistent with the information in the Preliminary Offering Circular. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given to them in the Preliminary Offering Circular.
Preliminary Offering Circular. Not- withstanding paragraph (a) of this sec- tion, a preliminary offering circular may be used for an offer of any secu- rity prior to the effective date of the offering circular if:
(1) The preliminary offering circular has been filed pursuant to this subpart;
(2) The preliminary offering circular includes the information required by this subpart, except for the omission of information relating to offering price, discounts or commissions, amount of proceeds, conversion rates, call prices, or other matters dependent on the of- fering price; and
(3) The offering circular declared ef- fective by the FDIC is furnished to the purchaser prior to, or simultaneously with, the sale of any such security.
Preliminary Offering Circular