Note Legend and Transferee Representation Sample Clauses

Note Legend and Transferee Representation. Each Rule 144A Note will bear the legend in Exhibit A. As a condition to the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following: (i) It understands that the Rule 144A Notes have not been registered under the Securities Act or any State securities or “blue sky” laws. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made under Rule 144A and if it is acquiring the Rule 144A Notes or an interest or participation in the Rule 144A Notes for the account of another QIB, that other QIB is aware that the sale is being made under Rule 144A and (C) is acquiring the Rule 144A Notes or an interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Rule 144A Notes for a distribution that would violate the Securities Act.
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Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following: (1) It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with: • the Indenture, • the Securities Act, and • the restrictions and conditions in the legend on the Notes in “Note Legend.” (2) It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state. (3) It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S. (4) It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes. It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor.
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Related to Note Legend and Transferee Representation

  • Compliance with Securities Act and 10b-5 Representation (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. (ii) Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) The Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and 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; and each Issuer Limited Use Free Writing Prospectus does not conflict in any material respect with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did 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 light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall 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 Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the disclosure contained in the “Underwriting” section of the Prospectus (the “Underwriters’ Information”). (iv) Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 this representation and warranty shall not apply to the Underwriters’ Information.

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