No Material Omissions or Misstatements Sample Clauses

No Material Omissions or Misstatements. No information, exhibit or report furnished to Lender by the Borrower in connection with the negotiation of this Agreement contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading. Without limiting the generality of the foregoing, there are no material facts relating to the Loan Papers, the Collateral or the financial condition, assets, liabilities, results of operations or business of the Borrower or any of its Subsidiaries which could, collectively or individually, have a Material Adverse Effect and which have not been disclosed in writing to Lender as an exhibit to this Agreement or in the financial statements of the Borrower referred to in Section 4.5 of this Agreement.
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No Material Omissions or Misstatements. The Offering Documents, including the Schedule TO or the other documents required to be filed by each of the Registered Feeders, and the equivalent repurchase documents of the Unregistered Feeders, in connection with their respective Feeder Fund Tender Offers and the Contemplated Transactions, will not at the time of filing with the SEC and dissemination to their respective Feeder Fund Investors, at the time when securities are accepted for purchase pursuant to such Feeder Fund Tender Offers and at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offering Documents and Schedule TO to be filed by each of the Registered Feeders will comply, at the time of filing with the SEC and dissemination to their respective Feeder Fund Investors, at the time when securities are accepted for purchase pursuant to such Feeder Fund Tender Offers and at the Closing Date, in all material respects with the applicable requirements of the Exchange Act and the Investment Company Act and the respective rules and regulations promulgated thereunder.
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No Material Omissions or Misstatements. The Offering Documents, including the Schedule TO or the other documents required to be filed by each of the Domestic Fund and TEI Fund, and the equivalent repurchase documents of the International Fund, in connection with their respective PMF Master Fund Tender Offers and the Contemplated Transactions, will not at the time of filing with the SEC and dissemination to their respective PMF Investors, at the time when securities are accepted for purchase pursuant to such PMF Master Fund Tender Offers, at the Partnership Division Date and at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offering Documents and Schedule TO to be filed by each of the Domestic Fund and TEI Fund will comply, at the time of filing with the SEC and dissemination to their respective PMF Investors, at the time when securities are accepted for purchase pursuant to such PMF Master Fund Tender Offers, at the Partnership Division Date and at the Closing Date, in all material respects with the applicable requirements of the Exchange Act and the Investment Company Act and the respective rules and regulations promulgated thereunder. The repurchase documents of the International Fund will comply at the time of filing and dissemination to its PMF Investors, at the time when securities are accepted for purchase, at the Partnership Division Date and at the Closing Date, in all material respects with all Laws.
Sample 1
No Material Omissions or Misstatements. The Offering Documents with respect to each Endowment Feeder Fund, including the Schedule TO or the other documents required to be filed by each such Endowment Feeder Fund that is subject to SEC jurisdiction, and the equivalent repurchase documents of each such Endowment Feeder Fund that is not subject to SEC jurisdiction, in connection with their respective Endowment Fund Tender Offers and the Contemplated Transactions, will not at the time of filing with the SEC and/or dissemination to their respective investors, at the time when securities are accepted for purchase pursuant to such Endowment Fund Tender Offers, at the Partnership Division Date and at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offering Documents and Schedule TO to be filed by each Endowment Feeder Fund (except with respect to any Endowment Feeder Fund that is not subject to SEC jurisdiction) will comply, at the time of filing with the SEC and/or dissemination to their respective investors, at the time when securities are accepted for purchase pursuant to such Endowment Fund Tender Offers and on the Partnership Division Date, in all material respects with the applicable requirements of the Exchange Act and the Investment Company Act and the respective rules and regulations promulgated thereunder. The repurchase documents of each Endowment Feeder Fund that is not subject to SEC jurisdiction will comply at the time of filing and dissemination to their respective investors, at the time when securities are accepted for purchase and on the Partnership Division Date, in all material respects with all Laws. The Offering Documents, including the Schedule TO or the other documents required to be filed by each of the Domestic Fund and TEI Fund, and the equivalent repurchase documents of the International Fund, in connection with their respective PMF Master Fund Tender Offers and the Contemplated Transactions, will not at the time of filing with the SEC and dissemination to their respective PMF Investors, at the time when securities are accepted for purchase pursuant to such PMF Master Fund Tender Offers, at the Partnership Division Date and at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessar...
Sample 1
No Material Omissions or Misstatements. None of the Consent Solicitations, as of the applicable date thereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Sample 1
No Material Omissions or Misstatements. None of the representations or warranties of the Company contained in this Agreement (including any information disclosed in the Schedules hereto) or any of the Transaction Documents or any certificate made or delivered in connection herewith, is false or misleading in any material respect or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, contained herein or therein not misleading in any material respect, nor, to the Company’s knowledge, is there any material fact that has not been disclosed to the Lenders that would make such statements misleading or that would indicate that a material adverse effect on its business or properties is reasonably likely.
Sample 1
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Related to No Material Omissions or Misstatements

  • No Material Misstatements None of the Underwriters shall have discovered and disclosed to the Company on or prior to such Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading.

  • No Misstatement or Material Omission The Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

  • No Material Misstatements or Omissions At each time of effectiveness, at the date hereof, at the Closing Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain any 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 Time of Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date and on each Option Closing Date, any roadshow or investor presentations delivered to and approved by the Underwriter for use in connection with the marketing of the offering of the Securities (the “Marketing Materials”), if any, and the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date, and at each Option Closing Date, if any, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

  • No Omissions or Misstatements None of the information included in this Agreement, other documents or information furnished or to be furnished by the Company, or any of its representations, contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact. Copies of all documents referred to in herein have been delivered or made available to the Lender and constitute true and complete copies thereof and include all amendments, schedules, appendices, supplements or modifications thereto or waivers thereunder.

  • Disclosure; No Material Misstatements The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

  • No Misstatements No document furnished or to be furnished by Grantee to City in connection with the Application Documents, this Agreement, any Funding Request or any other document relating to any of the foregoing, contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement shall have been made.

  • No Misstatements or Omissions (i) As of the Effective Date and as of the applicable effective date of any subsequent amendment to the Registration Statement (including the filing of any document incorporated by reference in the Registration Statement) that becomes effective prior to the Closing Time (as defined in Section 2(b)), the Registration Statement, as then amended as of any such time, and the Indenture, complied or will comply, as the case may be, in all material respects with the applicable requirements of the 1933 Act, the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the 1934 Act and the respective rules thereunder, (ii) as of the date hereof, and as of the date of any further supplement to the Prospectus, the Prospectus, as then amended or supplemented as of any such time, will comply in all material respects with the applicable requirements of the 1933 Act, the 1939 Act and the 1934 Act and the respective rules thereunder, (iii) as of the Effective Date and as of the applicable effective date of any subsequent amendment to the Registration Statement that becomes effective prior to the Closing Time, the Registration Statement, as then amended as of such time, did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (iv) the Disclosure Package (as defined below) does not, and at the Applicable Time and at the Closing 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 and (v) as of the date hereof, as of the date of any further supplement to the Prospectus and as of the Closing Time, the Prospectus, as then amended or supplemented as of such time, did not or will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee (the “Form T-1”) or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in the Registration Statement and the Prospectus.

  • Material Misstatements or Omissions Neither this Agreement nor any other document, certificate or statement furnished to Purchaser by or on behalf of Seller in connection with this Agreement contains any untrue statement of a material fact, or omits any material fact necessary to make the statements contained herein or therein not misleading in light of the context in which they were made.

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