Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “UnderwritingUnderwriting (Conflicts of Interest)” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “UnderwritingUnderwriting (Conflicts of Interest)” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under subsections titled “Pricing of Securities”, “Regulatory Restriction on Purchase of Securities”, “Electronic Distribution”, “Other Activities and Relationship” included in the caption section captioned “Underwriting (Conflicts Underwriting(Conflicts of Interest)”, and (iii) each of the notices to investors in the subsection captioned “Selling Restrictions.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth fourteenth and fifteenth paragraphs under the caption “Underwriting (Conflicts of Interest).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth paragraphs under the caption subsections “Underwriting (Conflicts Commissions and Discounts,” “Representative Shares,” “Representative Warrants,” and “Regulatory Restrictions on Purchase of Interest)Securities”.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters concession figure appearing in the first sixth paragraph of under the caption “Underwriting (Conflicts of Interest)”, Underwriting” and (ii) the seventeenth fourth and fifth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting–Representative Shares.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (i) the table of underwriters Underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood The parties acknowledge and agree that such information provided by or on behalf of the following identified statements set forth in Underwriters consists solely of the Prospectus under following: the heading “Underwriting” constitutenames of the Underwriters, for the purposes number of this AgreementUnits being purchased by each Underwriter, information furnished by regarding selling concessions to dealers, the Representatives information with respect to the Underwriters: (i) the table of underwriters stabilization transactions contained in the first paragraph of section entitled “Underwriting - Regulatory Restrictions on Purchase of Securities” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (Conflicts of Interest)such information, collectively, the “Underwriters’ Information”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth paragraphs under the caption subsections “Underwriting (Conflicts Commissions and Discounts,” “Representative’s Shares,” “Representative’s Warrants,” and “Regulatory Restrictions on Purchase of Interest)Securities”.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting Underwriting”, (Conflicts ii) the subsections titled “Determination of Interest)Offering Price”, “Stabilization”, “Electronic Distribution”, “Other Activities and Relationship” included in the section captioned “Underwriting”, and (iiiii) each of the seventeenth paragraphs under notices to investors in the caption subsection captioned “Underwriting (Conflicts of Interest)Selling Restrictions.”

10b-5 Representation. At Subject to the time the Registration Statement became effectivelast sentence of this Section 2.3.1., upon the filing or first use (within the meaning of the Regulationsi) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or any further amendment thereto do not and will in all material respects conform to the requirements not, as of the Act and the Regulations. On the Effective Date, applicable effective date as to the Registration Statement did not and any amendment thereto, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At , (ii) the Time Pre- Pricing Prospectus, when taken together with certain information omitted from the Pre-Pricing Prospectus in reliance on Rule 430A under the Act and included in the Prospectus (the “Pricing Information”), and the Prospectus and any further amendment or supplement thereto do not and will not, as of Salethe applicable filing date as to each of the Pre-Pricing Prospectus and the Prospectus and any amendment or supplement thereto, the Time of Sale Prospectus did not contain any an untrue statement of a material fact or omit to state any 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 , and (iii) each Preliminary Prospectus, as when taken together with the Pricing Information, at the time of its date and as of the Closing Date and the Option Closing Date, if anyfiling thereof, did not and will not contain an untrue statement of a material fact or omit to state any 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. It is thereto (it being understood and agreed that the following identified statements set forth only such information is that described as such in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of InterestSection 5.4 hereof).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriter by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the UnderwritersUnderwriter: (i) the table of underwriters Underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth fourteenth and fifteenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives Representative expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives Representative with respect to the Underwriters: (i) the table of underwriters Underwriters in the first paragraph of “Underwriting (Conflicts of Interest)Underwriting”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

10b-5 Representation. At On the time Effective Date, the Registration Statement became effectivedid, upon and when the filing or Prospectus is first use filed in accordance with Rule 424(b) and on the Closing Date (within as defined herein) and on any date on which Option Units are purchased, if such date is not the meaning Closing Date (an “Option Closing Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Regulations) of Act and the Prospectus Rules; on the Effective Date and at the Closing Date and the each Option Closing Date, if any, the Registration Statement did not and the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; and on the Time date of Saleany filing pursuant to Rule 424(b) and on the Closing Date and each Option Closing Date, if any, the Time of Sale Prospectus did (together with any supplement thereto) will not contain include any untrue statement of a 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. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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. The representation At the Applicable Time, the Statutory Prospectus did, and warranty made on the Closing Date will, comply in this Section 2.3.1 does all material respects with the applicable requirements of the Act and the Rules; at the Applicable Time, the Statutory Prospectus did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished misleading. Nothing has come to the attention of the Company with respect that has caused the Company to believe that the Underwriters by the Representatives expressly for use market-related data included in the Registration Statement or Statutory Prospectus and the Prospectus is not based on or any amendment thereof or supplement thereto. It is understood derived from sources that are reliable and accurate (in accordance with the following identified statements methodologies used to derive such market-related data set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (iunderlying source material) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest)all material respects.”