Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. The Statutory Prospectus, at the time of filing thereof, did 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, in the light of the circumstances under which they were made, not misleading. On the Effective Date and at the Execution Time, 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 in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) 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 the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representation or warranty in this Section 7(a) extends only to statements contained in the Statutory Prospectus, Registration Statement, or the Prospectus made in reliance upon and in conformity with information concerning the Selling Unitholder and furnished in writing by or on behalf of such Selling Unitholder to the Partnership expressly for use therein.

Appears in 3 contracts

Samples: Underwriting Agreement (Abraxas Energy Partners LP), Abraxas Energy Partners LP, Abraxas Energy Partners LP

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No Material Misstatements or Omissions. The Statutory ProspectusAlthough the Selling Unitholder has not independently verified and is not passing upon and assumes no responsibility for the accuracy, at completeness or fairness of the time statements contained in the Registration Statement, Pricing Disclosure Package and Prospectus (except for the information under the caption “Selling Unitholder,” which is true and complete in all material respects), the Selling Unitholder has no reason to believe that (i) the Registration Statement, as of filing thereofthe Effective Date, did not contain contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. On , or (ii) the Effective Date and at the Execution Time, the Registration Statement did not contain any Prospectus contains an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, provided that the foregoing no representation or warranty in this Section 7(a) extends only is made as to statements information contained in or omitted from the Statutory Prospectus, Registration Statement, the Pricing Disclosure Package or the Prospectus made in reliance upon and in conformity with written information concerning furnished to the Selling Unitholder and furnished in writing Partnership through the Representatives by or on behalf of such Selling Unitholder to the Partnership expressly any Underwriter specifically for use inclusion therein, which information is specified in Section 10(f).

Appears in 2 contracts

Samples: Underwriting Agreement (Penn Virginia GP Holdings, L.P.), Underwriting Agreement (Penn Virginia GP Holdings, L.P.)

No Material Misstatements or Omissions. (I) The Statutory ProspectusRegistration Statement and the Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) comply, at or will comply, as the time case may be, in all material respects with the requirements of filing thereofthe Securities Act and the Trust Indenture Act and do not and will not, did not as of the Effective Date as to the Registration Statement and as of the date of the Prospectus and any amendment or supplement thereto, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the Effective Date and at the Execution Time, 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 in order to make the statements therein not misleading; and on the date Prospectus (as amended or supplemented) as of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or and will not omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representation Issuer makes no representations, warranties or warranty in this Section 7(aagreements as to: (i) extends only to that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) of the Note Trustee under the Trust Indenture Act, and (ii) statements contained or omissions in the Statutory Prospectus, Registration Statement, Statement or the Prospectus made in reliance upon and in conformity with information concerning the Selling Unitholder and furnished in writing to the Issuer by or on behalf of such Selling Unitholder to the Partnership expressly any Underwriter specifically for use therein, which information is described in Clause 11.2.

Appears in 2 contracts

Samples: Underwriting Agreement (Granite Finance Funding 2 LTD), Underwriting Agreement (Granite Finance Trustees LTD)

No Material Misstatements or Omissions. The Statutory ProspectusAll SEC Reports (as defined below) when they became effective or were filed with the Securities and Exchange Commission (the “Commission”), at as the time case may be, conformed in all material respects to the requirements of filing thereofthe Securities Act of 1933, did as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and 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, in the light of the circumstances under which they were made, not misleading. On the Effective Date and at the Execution Time, 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 in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) 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 the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representation or warranty in this Section 7(a) extends only to statements contained in the Statutory Prospectus, Registration Statement, or the Prospectus made in reliance upon and in conformity with information concerning the Selling Unitholder and furnished in writing by or on behalf of such Selling Unitholder to the Partnership expressly for use therein.

Appears in 1 contract

Samples: Common Unit Purchase Agreement (Sanchez Production Partners LP)

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No Material Misstatements or Omissions. The Statutory ProspectusForm S-1 (No. 333-78363) (the "Registration Statement") filed with the Securities Exchange Commission on May 13, at 1999, complies in all material respects as of the time filing date and the date hereof, with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder; as of the filing thereofdate and the date hereof, the Registration Statement did not and does not contain an any untrue statement of a material fact or and did not and does not omit to state a any material fact required to be stated therein herein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. On As of the Effective Date and at the Execution TimeClosing, the Registration Statement did filed with and declared effective by the Securities and Exchange Commission shall comply in all material respects with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder and will not contain any untrue statement of a material fact or and will not omit to state any material fact required to be stated therein herein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) 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 the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representation or warranty in this Section 7(a) extends only to statements contained in the Statutory Prospectus, Registration Statement, or the Prospectus made in reliance upon and in conformity with information concerning the Selling Unitholder and furnished in writing by or on behalf of such Selling Unitholder to the Partnership expressly for use therein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Women Com Networks Inc)

No Material Misstatements or Omissions. The Statutory ProspectusAs of the date it became effective the Registration Statement did not, at the time and does not and will not, as then amended or supplemented, as of filing thereofeach Representation Date, did 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, in the light of the circumstances under which they were made, not misleading. On the Effective Date and at the Execution Time, 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 in order to make the statements therein not misleading; as of its date the Prospectus did not, and on the date does not and will not, as then amended or supplemented, as of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing each Representation Date, the Prospectus (together with any supplement thereto) will not include any contain 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 foregoing representation or warranty representations and warranties set forth in this Section 7(a2(e) extends only do not apply to statements contained or omissions in the Statutory Prospectus, Registration Statement, or the Prospectus made or any such amendment or supplement thereto in reliance upon and in conformity with written information concerning furnished to the Selling Unitholder and furnished in writing Company by or on behalf of such Selling Unitholder to the Partnership any Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager consists of the information described as such in Section 7 hereof.

Appears in 1 contract

Samples: Equity Distribution Agreement (Lucid Group, Inc.)

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