Common use of Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum Clause in Contracts

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date and as of the Closing Date, will not, contain 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; provided that (A) the representations and warranties set forth in this paragraph 3(c)(i) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum and (B) Escrow Issuer makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at on the Closing Date, will not, and the Offering Memorandum, as in the form first used by the Initial Purchasers to confirm sales of its date the Securities and as of the Closing Date, will not, contain 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; provided that (A) the representations and warranties set forth in this paragraph 3(c)(i) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum and (B) Escrow Issuer Partnership makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant the Partnership in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, (ii) the fourth sentence of the seventh paragraph and (iii) the eighth paragraph, in each case, under the caption “Plan of Distribution.”

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as in the form first used by the Initial Purchasers to confirm sales of its date the Securities and as of the Closing Date, in each case including the documents incorporated by reference therein, will not, contain 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; provided that (A) the representations and warranties set forth in this paragraph 3(c)(i) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in the Preliminary Offering Memorandum, the Time of Sale Information Company and the Offering Memorandum and (B) Escrow Issuer makes Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) of this Agreement.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as in the form first used by the Initial Purchasers to confirm sales of its date the Securities and as of the Closing Date, will not, contain 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; provided that (A) the representations and warranties set forth in this paragraph 3(c)(i) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum and (B) Escrow Issuer Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof (such information being the “Initial Purchaser Furnished Information”).

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date and as of the Closing Date or the Additional Closing Date, as the case may be, will not, contain 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; provided that (A) the representations and warranties set forth in this paragraph 3(c)(i) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in the Preliminary Offering Memorandum, the Time of Sale Information Company and the Offering Memorandum and (B) Escrow Issuer makes Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information is that described in Section 7(b) hereof. No order or decree preventing the use of the Time of Sale Information or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act or any other securities laws has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company or any of the Guarantors, is contemplated.