Covenants of the Issuers. The Great Wolf Parties covenant and agree with each Initial Purchaser as follows:
(a) Until the last to occur of (i) the completion of the distribution of the Securities by the Initial Purchasers, (ii) the Closing Date and (iii) 180 days after the Closing Date, the Great Wolf Parties will not amend or supplement the Pricing Disclosure Package and the Final Memorandum or otherwise distribute or refer to any written communication (as defined under Rule 405 of the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities (other than the Pricing Disclosure Package, the Recorded Road Show and the Final Memorandum) or file any report with the Commission under the Exchange Act unless the Initial Purchasers shall previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment, supplement or report and as to which the Initial Purchasers shall not have reasonably objected in a timely manner. The Great Wolf Parties will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Pricing Disclosure Package and the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers.
(b) The Great Wolf Parties will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of which jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, the Issuers shall not be required to qualify as foreign corporations (or otherwise) or to execute general consents to service of process in any jurisdiction or subject themselves to taxation in any such jurisdiction where it is not then so subject.
(1) If, at any time prior to the latest of (i) the completion of the sale by the Initial Purchasers of the Securities or the Private Exchange Securities and (ii) 180 days after the Closing Date, any event occurs or information becomes known as a result of which the Pricing Disclosure Package and the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under...
Covenants of the Issuers. Each of the Issuers, jointly and severally, covenants with each Initial Purchaser as follows:
Covenants of the Issuers. The Issuers, jointly and severally, covenant and agree with each of the Underwriters that:
(a) The Issuers will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Issuers will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day following the date of this Agreement in such quantities as the Representatives may reasonably request. The Issuers will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(b) The Issuers will not amend or supplement any of the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto of which the Representatives shall not previously have been advised and furnished a copy for a reasonable period of time prior thereto and as to which the Representatives shall not have given their consent. The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the Underwriters, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus that may be necessary or advisable in connection with the resale of the Securities by the Underwriters.
(c) If requested by the Representatives, the Issuers will cooperate with the Underwriters in arranging for the qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriters may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, none of the Issuers shall be required to...
Covenants of the Issuers. The Issuers covenant with each Underwriter as follows:
Covenants of the Issuers. The Issuers covenant with the Agent as follows:
Covenants of the Issuers. The Issuers agree that so long as any amount payable hereunder or under any Senior Note remains unpaid:
Covenants of the Issuers. Each of the Issuers jointly and severally covenants with each Underwriter as follows:
Covenants of the Issuers. The Issuers, jointly and severally, hereby covenant that from and after the date of this Agreement and so long as any of the obligations under the Note are outstanding:
Covenants of the Issuers. (a) With regard to the Annual Advance Rents Reserve Deposit, the Issuers shall provide the Indenture Trustee with bills or a statement of amounts due for such calendar year pursuant to such Leases on or before the fifteenth (15th) day prior to the commencement of the applicable calendar year which shall be accompanied by an Officer’s Certificate and such other documents as may be reasonably required by the Indenture Trustee to establish the amounts required to be deposited into the Advance Rents Reserve Sub-Account.
(b) With regard to the Quarterly Advance Rents Reserve Deposit, the Issuers shall provide the Indenture Trustee with bills or a statement of amounts due for such calendar quarter pursuant to such Leases on or before the fifteenth (15th) day prior to the commencement of the applicable calendar quarter which shall be accompanied by an Officer’s Certificate and such other documents as may be reasonably required by the Indenture Trustee to establish the amounts required to be deposited into the Advance Rents Reserve Sub-Account.
(c) With regard to the Semi-Annual Advance Rents Reserve Deposit, the Issuers shall provide the Indenture Trustee with bills or a statement of amounts due for such biannual calendar period pursuant to such Leases on or before the fifteenth (15th) day prior to the commencement of the applicable biannual calendar period which shall be accompanied by an Officer’s Certificate and such other documents as may be reasonably required by the Indenture Trustee to establish the amounts required to be deposited into the Advance Rents Reserve Sub-Account.
Covenants of the Issuers. Each of the Issuers, jointly and severally, covenant with the Initial Purchaser as follows:
