Representations and Warranties of the Primary Entities Sample Clauses

Representations and Warranties of the Primary Entities. (a) Each of the Primary Entities represents and warrants, jointly and severally, to the Underwriter, as of the date hereof, and as of the Closing Time (as hereinafter defined) (in each case, a "Representation Date"), as follows: (i) The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied, and as of each Representation Date will comply, in all Material (as hereinafter defined) respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Registration Statement, at the time the Registration Statement became effective, did not, and as of each Representation Date, will not, 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, as of the date hereof does not, and as of each Representation Date (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with an offering of Underwritten Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, in which case at the time it is first provided to you for such use) and at the Closing Time (as hereinafter defined), will not include 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; provided, however, that the representations and warranties in this subsection shall not -2- apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or Prospectus. (ii) Each preliminary prospectus, Prospectus, preliminary prospectus supplement and Prospectus Supplement, which preliminary prospectus, Prospectus, preliminary prospectus supplement or Prospectus Supplement relates to the applicable Underwritten Shares, filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act Regulations, or any Term Sheet filed pursuant to Rule 434 of the 1933 Act Regulations, complied or will comply when so filed in all Material respects with the 1933 Act and the 1933 Act Regulations. (iii) The documents incorp...