Common use of Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum Clause in Contracts

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date (as amended or supplemented in accordance with Section 4(b), as applicable) and 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, and the Canadian Preliminary Offering Memorandum, as of its date, did not, and the Canadian Offering Memorandum, as of the Time of Sale and as of the Closing Date, will not, contain a “misrepresentation” (as defined under Canadian Securities Laws); provided that the Company and the Company Guarantors make no representation or warranty with respect to any statements or omissions made solely in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Canadian Preliminary Offering Memorandum, the Time of Sale Information, the Offering Memorandum or the Canadian Offering Memorandum.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date (as amended or supplemented in accordance with Section 4(b), as applicable) and 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, and the Canadian Preliminary Offering Memorandum, as of its date, did not, and the Canadian Offering Memorandum, as of the Time of Sale and as of the Closing Date, will not, contain a “misrepresentation” (as defined under Canadian Securities Laws); provided that the Company and the Company Guarantors make no representation or warranty with respect to any statements or omissions made solely in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Canadian Preliminary Offering Memorandum, the Time of Sale Information, the Offering Memorandum or the Canadian Offering Memorandum.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as in the form first used by the Initial Purchasers to confirm sales of its date (as amended or supplemented in accordance with Section 4(b), as applicable) the Securities and as of the Closing Date, in each case including the documents incorporated by reference therein, 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, and the Canadian Preliminary Offering Memorandum, as of its date, did not, and the Canadian Offering Memorandum, as of the Time of Sale and as of the Closing Date, will not, contain a “misrepresentation” (as defined under Canadian Securities Laws); provided that the Company and the Company Guarantors make no representation or warranty with respect to any statements or omissions made solely in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Canadian Preliminary Time of Sale Information or the Offering Memorandum, it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information, the Offering Memorandum or the Canadian Offering Memoranduminformation described as such in Section 8(b) of this Agreement.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Canadian Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Canadian Offering Memorandum and the Offering Memorandum, as in the form first used by the Initial Purchasers to confirm sales of its date (as amended or supplemented in accordance with Section 4(b), as applicable) the Securities and 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, and the Canadian Preliminary Offering Memorandum, as of its date, did not, and the Canadian Offering Memorandum, as of the Time of Sale and as of the Closing Date, will not, contain a “misrepresentation” (as defined under Canadian Securities Laws); provided that the Company and the Company Guarantors make makes no representation or warranty with respect to any statements or omissions made solely in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Canadian Preliminary Offering Memorandum, the Time of Sale Information, the Canadian Offering Memorandum or the Canadian Offering Memorandum.