Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Spartan Stores Inc), Spartan Stores Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter to the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)

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Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 27, as amended or supplemented at the Applicable Time, 2016 (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 3 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time"i) will conform in all material respects to the requirements of the Securities Act and (ii) did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company Parent Guarantor and the Issuer by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Whirlpool Corp /De/

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated August 8, as amended or supplemented at the Applicable Time2013, (ii) the Final Term Sheet (any issuer free writing prospectuses as defined hereinin Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”) identified in Exhibit B hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereofUnderwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Norfolk Southern Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable Time, (ii) the Final Term Sheet (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")) as identified on Exhibit A hereto. The Disclosure Package as of 5:00 pm 6:00 a.m. (Eastern time) on the date hereof August 24, 2007 (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on any Initial Purchaser through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Anthracite Capital Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 6, as amended or supplemented at the Applicable Time, 2017 (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 3 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time"i) will conform in all material respects to the requirements of the Securities Act and (ii) did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company Parent Guarantor and the Issuer by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Whirlpool Corp /De/

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 31, as amended or supplemented at the Applicable Time2011, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated Xxxxx 0, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 5:10 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Enbridge Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 18, as amended or supplemented at the Applicable Time2022, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of any Underwriter through the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated December 9, as amended or supplemented at the Applicable Time2016, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 2:45 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated November 21, as amended or supplemented at the Applicable Time2016, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 4:40 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus, as amended or supplemented at the Applicable Timedated August 2, 2011, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Applicable Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Energen Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated September 27, as amended or supplemented at the Applicable Time2010, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Airgas Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated February 26, as amended or supplemented at the Applicable Time2018, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 3:45 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated July 10, as amended or supplemented at the Applicable Time2012, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Westlake Chemical Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated September 25, as amended or supplemented at the Applicable Time2013, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 6:30 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser the Underwriters consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated Xxxxx 00, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act, if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 4 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as i) conformed in all material respects to the requirements of 5:00 pm the Securities Act and (Eastern timeii) on the date hereof (the "Applicable Time") will did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Whirlpool Corp /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the 1933 Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex II to the applicable Terms Agreement and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representative(s) specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Terms Agreement (Wellpoint Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated [ ], as amended or supplemented at the Applicable Time[ ], (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Toyota Motor Corp/

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 13, as amended or supplemented at the Applicable Time2017, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Westlake Chemical Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated February 16, as amended or supplemented at the Applicable Time2021, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 2:30 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Enbridge Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated June 18, as amended or supplemented at the Applicable Time2014, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 4:45 p.m. (Eastern time) on the date hereof June 18, 2014 (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at preliminary prospectus relating to the Securities that was included in the Registration Statement immediately prior to the Applicable Time, Time (as defined below) and (ii) a schedule indicating the Final Term Sheet number of Units being sold and the price at which the Units will be sold to the public. As of :00 [a/p].m. (as defined herein) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern New York time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically any Underwriter through BAS expressly for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (National Security Solutions Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated December 8, as amended or supplemented at the Applicable Time2010, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of any Underwriter through the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated March 5, as amended or supplemented at the Applicable Time2014, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule II hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (McKesson Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated July 22, as amended or supplemented at the Applicable Time2015, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kansas City Southern)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 29, as amended or supplemented at the Applicable Time2012, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule II hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: McKesson Corp

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated July 6, as amended or supplemented at the Applicable Time2020, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 5:30 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated [ ], as amended or supplemented at the Applicable Time20[ ], (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated June 27, as amended or supplemented at the Applicable Time2017, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 3:00 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

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Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated May 28, as amended or supplemented at the Applicable Time2014, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex G hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 2:58 p.m. (Eastern time) on the date hereof of execution and delivery of this Agreement (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 28, as amended or supplemented at the Applicable Time2013, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Flowserve Corp

Disclosure Package. The term "Disclosure Package" shall mean (i) the U.S. Preliminary Offering MemorandumProspectus Supplement dated September 5, as amended or supplemented at the Applicable Time2023, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex F hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 4:15 p.m. (Eastern time) on the date hereof September 5, 2023 (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.;

Appears in 1 contract

Samples: Underwriting Agreement (Enbridge Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 18, as amended or supplemented at the Applicable Time2016, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 3 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time"i) will conform in all material respects to the requirements of the Securities Act and (ii) did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Whirlpool Corp /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated June 9, as amended or supplemented at the Applicable Time2020, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Westlake Chemical Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated Mxxxx 0, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cboe Global Markets, Inc.)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated October 31, as amended or supplemented at the Applicable Time2022, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of any Underwriter through the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated February 20, as amended or supplemented at the Applicable Time2019, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 3 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time"i) will conform in all material respects to the requirements of the Securities Act and (ii) did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Whirlpool Corp /De/)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering Memorandum, as amended or supplemented at the Applicable TimeProspectus, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated February 18, as amended or supplemented at the Applicable Time, 2020 (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 2 hereto and (iii) any other writings that the parties expressly agree in writing to treat term sheet attached as part Schedule 4 hereto. As of the Time of Sale, the Disclosure Package ("Issuer Written Information"). The Disclosure Package as i) conformed in all material respects to the requirements of 5:00 pm the Securities Act and (Eastern timeii) on the date hereof (the "Applicable Time") will did not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company Parent Guarantor and the Issuer by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Whirlpool Corp /De/

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated Xxxxx 0, as amended or supplemented at the Applicable Time0000, (iixx) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule II hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: McKesson Corp

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 22, as amended or supplemented at the Applicable Time2017, (ii) the Final Term Sheet (any issuer free writing prospectuses as defined hereinin Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”) identified in Exhibit B hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereofUnderwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Norfolk Southern Corp)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated May 29, as amended or supplemented at the Applicable Time2008, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, set forth on Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereofhereof or (B) to the Form T-1 of the Trustee.

Appears in 1 contract

Samples: Underwriting Agreement (BMC Software Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumBase Prospectus, and the preliminary prospectus supplement, as amended or supplemented at the Applicable Timesupplemented, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule A hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchasers Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser the Underwriter consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Essex Property Trust Inc)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus Supplement dated February 24, as amended or supplemented at the Applicable Time2016, (ii) the Final Term Sheet (Issuer Free Writing Prospectuses, if any, attached as defined herein) part of Annex F hereto, and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The Disclosure Package as As of 5:00 pm 4:45 p.m. (Eastern time) on the date hereof February 24, 2016 (the "Applicable Time") will ”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Enbridge Inc

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated November 14, as amended or supplemented at the Applicable Time2019, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kansas City Southern)

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated January 12, as amended or supplemented at the Applicable Time2017, (ii) the Final Term Sheet (issuer free writing prospectuses as defined herein) in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The As of the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter through the Representative consists of the information described as such in Section 8 hereof.

Appears in 1 contract

Samples: Stryker Corp

Disclosure Package. The term "Disclosure Package" shall mean (i) the Preliminary Offering MemorandumProspectus dated March 19, as amended or supplemented at the Applicable Time, 2009 (ii) the Final Term Sheet (each issuer free writing prospectus as defined hereinin Rule 433 of the Securities Act, if any, identified in Annex I hereto (each, an “Issuer Free Writing Prospectus”) and (iii) any other writings free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package ("Issuer Written Information")Package. The At the Initial Sale Time, the Disclosure Package as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information included statements in or omitted omissions from the Disclosure Package in reliance based upon and in conformity with written information furnished to the Company by or on any Underwriter through the behalf of the Initial Purchasers Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser Underwriter consists of the information described as such in Section 8 6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kansas City Power & Light Co)

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