Common use of Preliminary Prospectus Clause in Contracts

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus has been issued by the CommissionProspectus, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter Underwriters furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter such Underwriters expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the Guarantor make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and each Guarantor make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx each Guarantor in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Planet Fitness Parties make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with with: (i) information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c8(c) hereof; and (ii) the Selling Stockholder Information (as defined below).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any SDH Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx SDH Parties in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither each of the Company nor Xxxxxxxx Xxxx and Holding makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx or Holding in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder or any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Selling Stockholder or by such Underwriter through the Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, the Registration Statement, the ADS Registration Statement and the Form 8-A Registration Statement, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectusdid not, at the time of filing thereof, contained contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx or Evolent Health in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Valero Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied conformed in all material respects with the applicable requirements of the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, Act and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the Guarantor make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx the Guarantor in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described Underwriter Information (as such in defined Section 9(c9(b) hereof).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the Guarantors make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any 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 the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any the Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no the Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained does not contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c9(d) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with with: (i) information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereofhereof and (ii) the Selling Stockholder Information (as defined below).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx no Ares Party makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx no Ares Party makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackagePackage (as defined below), at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in the final sentence of Section 9(c8(b) hereof.

Preliminary Prospectus. No The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus has been issued by the Commissionor threatening or instituting proceedings for that purpose. In addition, and each Preliminary Prospectus Prospectus, included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no each part of the Preliminary Prospectus, Prospectus at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted did not 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership or the General Partner in writing by or on behalf of such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any EVO Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx EVO Parties in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackagePackage (as defined below), at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter any Underwriters consists of the information described as such in the final sentence of Section 9(c8(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any the Preliminary Prospectus has been issued by the CommissionSEC, and each the Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, complied in all material respects with the Securities Act, and no the Preliminary Prospectus, at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to the Underwriter furnished in writing to the Company and Xxxxxxxx Xxxx in writing by the Underwriter Selling Stockholder expressly for use in any the Preliminary Prospectus or (ii) information furnished in writing to the Company by an Underwriter through the Representatives expressly for use in the Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no the Preliminary ProspectusProspectus does not, at the time of filing thereof, contained contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx the Guarantors makes any representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of such Underwriter through the Underwriter Representatives expressly for use in any the Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx or Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no the Preliminary ProspectusProspectus did not, at the time of filing thereof, contained contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx the Guarantors makes any representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of such Underwriter through the Underwriter Representative expressly for use in any the Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Hxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Hxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c‎9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither none of the Company nor Xxxxxxxx Xxxx Company, PHC LLC or the Partnership makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied as to form in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the LLC make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx or the LLC in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx the Operating Partnership makes any representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx either Partnership Party in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable provisions of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any 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 the any Underwriter furnished to the Company and Xxxxxxxx Xxxx the Guarantors in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership or the General Partner in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter or Forward Purchaser furnished to the Company and Xxxxxxxx Xxxx in writing by the such Underwriter or Forward Purchaser expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter or Forward Purchaser consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, if any, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, the Registration Statement and the ADS Registration Statement, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectusdid not, at the time of filing thereof, contained contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the Parent Guarantor make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx the Parent Guarantor in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any SDC Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c‎‎9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Issuer in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus Prospectus, if any, has been issued by the Commission, and each Preliminary Prospectus Prospectus, if any, included in the Pricing Disclosure Package, Package at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, if any, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each [and] the Preliminary Prospectus included in dated June 7, 2011, [and the Pricing Disclosure PackagePreliminary Prospectus dated June [·], 2011,] at the time of filing thereof, complied in all material respects with the Securities Act, Act and no Preliminary Prospectus, at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholders or to any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Selling Stockholders or Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described Underwriter Information (as such defined in Section 9(c) hereof).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no the Preliminary Prospectus, at the time of filing thereof, contained any no untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 9(c7(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackagePackage (as defined below), at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 misleading; provided, however, that neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter any Underwriters consists of the information described as such in the final sentence of Section 9(c8(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Hxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Hxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in any Preliminary Prospectus in reliance upon and in conformity with (x) information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof and (y) the Selling Stockholder Information (as defined in Section 4(e) hereof).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx JEH LLC makes any representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx or JEH LLC in writing by the such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus included in the Pricing Disclosure Package has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no such Preliminary Prospectus, at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any such Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to (i) any Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information described as such in Section 9(b) hereof or (ii) the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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; misleading; provided that neither the Company nor Xxxxxxxx Xxxx makes any Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership or the General Partner in writing by or on behalf of such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact that is 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by or on behalf of any Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Time of Sale Information, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by the or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx Brilliant Earth makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Brilliant Earth in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and the Issuer make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx the Issuer in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any such Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with any Selling Stockholder Information (as defined below), or any information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any and Carnival plc make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Shake Shack Parties make no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus Prospectus, if any, has been issued by the Commission, and each Preliminary Prospectus Prospectus, if any, included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, if any, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx no Ares Party makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus included in the Pricing Disclosure Package has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no such Preliminary Prospectus, at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any such Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company and Xxxxxxxx Xxxx Partnership or the General Partner in writing by or on behalf of the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx Evolent Health makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a 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 provided, however, that neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect as to the information contained in or omitted from the Preliminary Prospectus, or any statements amendment or omissions made supplement thereto, in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Company and Xxxxxxxx Xxxx in writing by or on behalf of the Underwriter expressly Underwriters through the Representatives specifically for use in any Preliminary Prospectusinclusion therein, it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereofthereof under Rule 424 under the Securities Act, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus has been issued by the Commissionor threatening or instituting proceedings for that purpose. In addition, and each Preliminary Prospectus Prospectus, included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no each part of the Preliminary Prospectus, Prospectus at the time of filing thereof, contained did not contain any untrue statement of a material fact or omitted did not 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 neither the Company nor Xxxxxxxx Xxxx makes any no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c8(b) hereof.