Compliance as to Form. Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement or the Prospectus, each of the Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on each Closing Date (except for the financial statements and financial schedules, and other financial and statistical information included therein, as to which such counsel need not express any opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.
Compliance as to Form. The Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder.
Compliance as to Form. The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on each Closing Date (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations.
Compliance as to Form. Each of the Registration Statements, at the time it was declared or became effective, as applicable, the General Disclosure Package, as of the Applicable Time, and the Final Prospectus, when filed with the Commission pursuant to Rule 424(b) under the Securities Act and at the Closing Date (in each case other than (a) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, (b) the other financial data derived therefrom and (c) oil and natural gas reserve data or reports, in each case included in or omitted from the Registration Statements, or contained in or omitted from the General Disclosure Package and the Final Prospectus, as to which we express no opinion), appeared on their face to comply as to form in all material respects with the requirements of the Securities Act.
Compliance as to Form. The Registration Statement and the Prospectus (except for the financial statements and the notes and the schedules thereto, and the other financial, statistical and accounting data included in the Registration Statement or the Prospectus, as to which such counsel need not express any opinion) comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Rules and Regulations.
Compliance as to Form. Each Preliminary Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable Rules and Regulations.
Compliance as to Form. The Registration Statement, as of the Effective Time relating to the Offered Securities, including the 430B information, and the Final Prospectus, as of the date of this Agreement, and each amendment or supplement thereto, as of its issue date, other than the financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel expresses no opinion, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. In addition, the Representatives shall have received a letter, dated such Closing Date, of Xxxxx & Xxxxxxx LLP, counsel for the Company, in which such counsel shall state the following: Such counsel has acted as counsel for the Company in connection with the sale to the Underwriters of the Offered Securities. The primary purpose of such counsel’s professional engagement was not to establish or confirm factual matters or financial or quantitative information. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Final Prospectus and the General Disclosure Package involve matters of a non-legal nature. Therefore, except to the extent specifically described in paragraphs (iii), (iv), (v) and (xi) above, such counsel is not passing upon, and does not take any responsibility for, the accuracy, completeness or fairness of, the statements contained in, or incorporated by reference in, the Registration Statement, the Final Prospectus or the General Disclosure Package and has not made an independent check or verification thereof. Such counsel has, however, reviewed the Registration Statement, the Final Prospectus and the General Disclosure Package and participated in conferences and telephone conversations with certain officers and other representatives of the Company, representatives of the Company’s independent registered public accounting firm and representatives of and counsel for the Underwriters, during which conferences and conversations the contents of the Registration Statement, the Final Prospectus and the General Disclosure Package and related matters were reviewed and discussed. Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, nothing came to the attention of such counsel that caused it to believe that (i) the Registration Statement, as of its most recent effe...
Compliance as to Form. The Registration Statement conformed on the Effective Date and will conform on each of the Closing Date and the Additional Closing Date, as the case may be, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects, when filed, to the requirements of the Act. The Preliminary Prospectus conformed, when filed, and the Prospectus will conform, when filed, with the Commission pursuant to Rule 424(b) and on the Closing Date and the Additional Closing Date, as the case may be, to the requirements of the Act.
Compliance as to Form. The Registration Statement, the Time of Sale Prospectus and the Prospectus and any further amendments and supplements thereto made by the Partnership prior to the date of such opinion (except for the financial statements, including the notes and schedules thereto and auditors’ reports thereon, and other financial and statistical data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus, nor with respect to any exhibit to the Registration Statement, as to which such counsel need not express any opinion) appear on their face to comply as to form in all material respects with the requirements of the Act and the rules and regulations promulgated thereunder; and each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus and any further amendments and supplements thereto made by the Partnership prior to the date of such opinion (except for the financial statements, including the notes and schedules thereto and auditors’ reports thereon, and other financial and statistical data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as to which such counsel need not express any opinion) appear on their face to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Compliance as to Form. Except for the financial statements and the notes and schedules thereto, and the other financial, statistical and accounting data included in the Registration Statement, as to which such counsel need not express any opinion, the Registration Statement, on the Effective Date and on the applicable Closing Date, the Preliminary Prospectus, the Prospectus, when filed with the SEC pursuant to Rule 424(b) and on the applicable Closing Date (except for the financial statements and the notes and the schedules thereto, and the other financial, statistical and accounting data included or incorporated by reference in the Registration Statement or the Prospectus, as to which such counsel need not express any opinion) and the Permitted Free Writing Prospectuses appear on their face to comply in all material respects with the requirements of the 1933 Act and the 1933 Act Rules and Regulations.
