Common use of Preliminary Prospectus Clause in Contracts

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor Evolent Health makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by the such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with with: (i) information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c8(c) hereof; and (ii) the Selling Stockholder Information (as defined below).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof, or (ii) any Selling Stockholder’s Information (as defined below).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with with: (i) information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereofhereof and (ii) the Selling Stockholder Information (as defined below).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make no Ares Party makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company Partnership in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackagePackage (as defined below), at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 provided, however, that the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter any Underwriters consists of the information described as such in the final sentence of Section 9(c8(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c9(d) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor Evolent Health makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company or Evolent Health in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereofthereof under Rule 424 under the Securities Act, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Company Parties make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company Issuer in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by or on behalf of any Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, Act and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties Company and the Guarantor make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and the Guarantor in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described Underwriter Information (as such in defined Section 9(c9(b) hereof).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by the such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c9(d) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackagePackage (as defined below), at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 misleading; provided, however, that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter any Underwriters consists of the information described as such in the final sentence of Section 9(c8(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor Evolent Health makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to (i) any Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information described as such in Section 9(b) hereof or (ii) the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described Underwriter Information (as such defined in Section 9(c) hereof).

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make no Ares Party makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor the Operating Partnership makes any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus Prospectus, if any, has been issued by the Commission, and each Preliminary Prospectus Prospectus, if any, included in the Pricing Disclosure Package, Package at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, if any, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make no Ares Party makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor Evolent Health makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company or Evolent Health in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor the LLC makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company or the LLC in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each the Preliminary Prospectus included in the Pricing Disclosure PackageTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, if any, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus Prospectus, if any, has been issued by the Commission, and each Preliminary Prospectus Prospectus, if any, included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, if any, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus included in the Pricing Disclosure Package has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no such Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and warranty with respect to the Selling Stockholder Information or any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any such Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus Prospectus, included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 neither the Planet Fitness Parties make no Company nor Brilliant Earth makes any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and Brilliant Earth in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties Company and the Issuer make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and the Issuer in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any such Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Planet Fitness Parties make Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representative expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure PackageProspectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted 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 the Planet Fitness Parties Company and the Parent Guarantor make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the any Underwriter furnished to the Company and the Parent Guarantor in writing by such Underwriter through the Underwriter Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 9(c7(b) hereof.