Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date 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 not misleading. The Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, and do not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the Rules and Regulations under the Securities Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.

Appears in 4 contracts

Samples: Underwriting Agreement (Penn Virginia Resource Partners L P), Underwriting Agreement (Penn Virginia Corp), Underwriting Agreement (Penn Virginia Resource Partners L P)

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No Material Misstatements or Omissions. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effectiveeffective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) 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 not misleading. The Prospectus and any supplement or amendment thereto when filed with misleading (in the Commission under Rule 424(b) will conform in all material respects to the requirements case of the Securities Act and the Rules and Regulations, and do not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinProspectus, in the light of the circumstances under which they the statements were made, not misleading. Each ); and each of the statements made by the Partnership in such documents the Registration Statement, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b) of the Rules and Regulations under the Securities Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, distributions was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Partnership through the Representatives in writing by or on behalf of any the Underwriter specifically expressly for inclusion use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp)

No Material Misstatements or Omissions. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effectiveeffective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) 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 not misleading. The Prospectus and any supplement or amendment thereto when filed with misleading (in the Commission under Rule 424(b) will conform in all material respects to the requirements case of the Securities Act and the Rules and Regulations, and do not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinProspectus, in the light of the circumstances under which they the statements were made, not misleading. Each ); and each of the statements made by the Partnership in such documents the Registration Statement, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b) of the Rules and Regulations under the Securities Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, distributions was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Partnership through the Representatives in writing by or on behalf of any Underwriter specifically through the Representatives expressly for inclusion use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Magellan Midstream Partners Lp

No Material Misstatements or Omissions. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date date, 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 not misleading. The Prospectus conforms, and any supplement further amendments or amendment thereto supplements to the Prospectus will, when they are filed with the Commission under Rule 424(b) will Commission, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, Regulations and do not or and will not include any not, as of the applicable filing 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. Each of the statements made by the Partnership Company in such documents within the coverage of Rule 175(b) of the Rules and Regulations under the Securities ActRegulations, including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash distributions of the Partnership Company or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no this representation and warranty shall not apply to any statements or warranty is omissions made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information concerning the Underwriters furnished to the Partnership through the Representatives Company by or on behalf of any Underwriter specifically for inclusion thereinin the Registration Statement, the Pricing Prospectus or the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Linn Energy, LLC)

No Material Misstatements or Omissions. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effectiveeffective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) 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 not misleading. The Prospectus and any supplement or amendment thereto when filed with misleading (in the Commission under Rule 424(b) will conform in all material respects to the requirements case of the Securities Act and the Rules and Regulations, and do not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinProspectus, in the light of the circumstances under which they the statements were made, not misleading. Each ); and each of the statements made by the Partnership in such documents the Registration Statement, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b) of the Rules and Regulations under the Securities Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, distributions was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Partnership through the Representatives in writing by or on behalf of any Underwriter specifically through the Representative expressly for inclusion use therein.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Midstream Partners Lp)

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No Material Misstatements or Omissions. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform in all material respects to the requirements of the Securities 1933 Act and the 1933 Act Rules and Regulations and do not and will not, as of the applicable effective date date, 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 not misleading. The Prospectus and any supplement or amendment thereto when filed with the Commission SEC under Rule 424(b) will conform in all material respects to the requirements of the Securities 1933 Act and the 1933 Act Rules and Regulations, and do not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each forward-looking statement (within the meaning of Section 27A of the statements 1933 Act and Section 21E of the Securities Act of 1934, as amended (the “1934 Act”), made by the Partnership in such documents within the coverage of Rule 175(b) of the Rules and Regulations under the Securities Actdocuments, including (but not limited to) any statements with respect to future available cash or future cash distributions or earnings of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter the Underwriters specifically for inclusion therein.

Appears in 1 contract

Samples: Underwriting Agreement (Inergy Holdings LLC)

No Material Misstatements or Omissions. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date date, 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 not misleading. The Prospectus conforms, and any supplement further amendments or amendment thereto supplements to the Prospectus will, when they are filed with the Commission under Rule 424(b) will Commission, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, Regulations and do not or and will not include any not, as of the applicable filing 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 are made, not misleading. Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the Rules and Regulations under the Securities ActRegulations, including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no this representation and warranty shall not apply to any statements or warranty is omissions made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information concerning the Underwriters furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion thereinin the Registration Statement or Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

No Material Misstatements or Omissions. The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date date, 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 not misleading. The Prospectus conforms, and any supplement further amendments or amendment thereto supplements to the Prospectus will, when they are filed with the Commission under Rule 424(b) will Commission, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, Regulations and do not or and will not include any not, as of the applicable filing 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 are made, not misleading. Each of the statements made by the Partnership Company in such documents within the coverage of Rule 175(b) of the Rules and Regulations under the Securities ActRegulations, including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash distributions of the Partnership Company or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no this representation and warranty shall not apply to any statements or warranty is omissions made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information concerning the Underwriters furnished to the Partnership through the Representatives Company by or on behalf of any Underwriter specifically for inclusion thereinin the Registration Statement or Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Copano Energy, L.L.C.)

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