Covenants of the Issuer and the Guarantors. Each of the Issuer and the Guarantors covenants jointly and severally with each Initial Purchaser as follows:
(a) To furnish to the Representative in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.
(b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative reasonably object.
(c) To furnish to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer and not to use or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects.
(d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law.
(e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplemen...
Covenants of the Issuer and the Guarantors. The Issuer and each of the Guarantors agree that so long as any amount payable by them under this Indenture or the Notes remains unpaid (unless under a Suspension Period in the case of Suspended Covenants), they shall, and shall cause their Restricted Subsidiaries, as applicable, to, comply with the terms of the following covenants:
Covenants of the Issuer and the Guarantors. The Issuer and each of the Guarantors covenant and agree:
Covenants of the Issuer and the Guarantors. Each of the Issuer and the Guarantors jointly and severally agrees:
Covenants of the Issuer and the Guarantors. Each of the Issuer and the Guarantors jointly and severally covenants with each Initial Purchaser as follows:
Covenants of the Issuer and the Guarantors. The Issuer and each of the Guarantors covenant and agree with each of the Initial Purchasers that:
(a) The Issuer will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers and counsel to the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed
Covenants of the Issuer and the Guarantors. In further consideration of the agreements of the Initial Purchasers contained in this Agreement, each of the Issuer and the Guarantors covenants with each Initial Purchaser as follows:
(a) To furnish to you in New York City, without charge, prior to 10:00 a.
Covenants of the Issuer and the Guarantors. The Issuer and Revel AC (and upon their execution of the Joinder Agreement, the Acquired Guarantors), jointly and severally, agree:
Covenants of the Issuer and the Guarantors. Each of the Issuer and Guarantors covenants and agrees with the Initial Purchaser as follows:
(a) To prepare the Final Memorandum in the form approved by the Initial Purchaser and not to amend or supplement the Final Memorandum without first furnishing to the Initial Purchaser a copy of such proposed amendment or supplement to which the Initial Purchaser may reasonably object, unless in the Issuer’s judgment the making or use of such amendment or supplement is necessary to comply with the securities laws.
(b) To furnish to the Initial Purchaser and to counsel for the Initial Purchaser prior to 10:00 a.m. New York City time on the Closing Date and during the period referred to in paragraph (d) below, without charge, as many copies of the Final Memorandum and any amendments and supplements thereto as they reasonably may request.
(c) To cooperate with the Initial Purchaser to (i) qualify the Notes and the Guarantees for sale by the Initial Purchaser under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may reasonably request and (ii) maintain such qualifications for so long as required for the offering and resale of the Notes by the Initial Purchaser, provided that the Issuer and the Guarantors shall not be required to (i) qualify as foreign corporations or other entities or as dealers in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject or (iv) make any change to its certificate of incorporation or by-laws or any agreement between itself and its stockholders. The Issuer will promptly advise the Initial Purchaser of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(d) At any time prior to the completion of the distribution of the Notes by the Initial Purchaser, if any event occurs or condition exists as a result of which the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect, or if it should be necessary to amend or supplement the Final Mem...
Covenants of the Issuer and the Guarantors. SECTION 3.1 Payment of Principal and Interest.......................26 SECTION 3.2 Offices for Payments, etc...............................26 SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee....
