The Preliminary Offering Memorandum and the Offering Memorandum have been prepared by the Issuers for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Issuers, is contemplated.
The Preliminary Offering Memorandum. Offering Memorandum and the Disclosure Package have been and shall be prepared in compliance with all Applicable Law and in accordance with any communication received from SEBI or the Stock Exchanges. Each of the Preliminary Offering Memorandum, Offering Memorandum and the Disclosure Package as on their respective dates: (A) contains and shall contain information that is and shall be true and adequate in all material respects and without omission of any relevant information as required under the Applicable Law, to enable the investors to make a well-informed decision with respect to an investment in the Offer; and (B) does not and shall not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
The Preliminary Offering Memorandum and the Final Offering Memorandum as of their respective dates did not, and the Final Offering Memorandum (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) will not as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not be made to the Initial Purchasers with regard to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by, or on behalf of the Initial Purchasers through Xxxxxx Brothers Inc.;
The Preliminary Offering Memorandum the Offering Memorandum and each of the Exchange Act Reports (as defined herein), as of their respective dates, and the Offering Memorandum, as of the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements or omissions in the Preliminary Offering Memorandum and Offering Memorandum made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through or on behalf of Saloxxx Xxxxx Xxxney Inc. expressly for use therein. and validly authorized by the Company and as of the Escrow Closing Date, by the Guarantors, upon its execution and delivery by the Issuers, and assuming due authorization, execution and delivery by the Trustee, will be a valid and binding agreement of the Issuers, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity; the Indenture conforms in all material respects to the description thereof in the Offering Memorandum; and, assuming the accuracy of the representations of the Initial Purchasers contained herein, and compliance by the Initial Purchasers with the Agreements contained herein no qualification of the Indenture under the 1939 Act is required in connection with the offer and sale of the Securities contemplated hereby or in connection with the Exempt Resales.
