Common use of Notice and Effect of Material Events Clause in Contracts

Notice and Effect of Material Events. The Issuers will as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Issuers of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the distribution of the Securities by the Initial Purchasers as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, the earnings, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx and their respective subsidiaries which (i) make any statement of any material fact made in the Offering Memorandum materially false or misleading or (ii) are not disclosed in the Offering Memorandum. If, during the period referred to in paragraph (a) above, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum 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 or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers, at their own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum).

Notice and Effect of Material Events. The Issuers Company will as soon as is practicable immediately notify each Initial Purchaser, the Representative and confirm such notice in writing, of (x) any filing made by the Issuers of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) if prior to the completion of the distribution placement of the Securities by the Initial Purchasers Underwriters as determined evidenced by TD Securitiesa notice from the Representative to the Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx Company and their respective its subsidiaries considered as one enterprise which (i) make any statement of any material fact made in the Offering Memorandum materially Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Offering MemorandumPricing Disclosure Package or the Prospectus would constitute a material omission therefrom. If, during The Company will comply with the period referred 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in paragraph (a) abovethis Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers Company, its counsel, the Representative or counsel for the IssuersUnderwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representative or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state 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 madeprevailing at that subsequent time, not misleading or ifmisleading, in the opinion of counsel for Company will promptly notify the Initial Purchasers or counsel for the IssuersRepresentative and, it is necessary subject to Sections 3(j) and 3(k), will promptly amend or supplement the Offering Memorandum to comply with applicable law, the Issuerssupplement, at their its own expense, will promptly prepare such amendment Issuer Free Writing Prospectus to eliminate or supplement as may be necessary so that the statements in the Offering Memorandum as so amended correct such conflict, untrue statement or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum)omission.

Notice and Effect of Material Events. The Issuers Issuer will as soon as is practicable notify each Initial PurchaserUnderwriter, and confirm such notice in writing, of (x) any filing made by the Issuers Issuer of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, jurisdiction and (y) prior to the completion of the distribution of the Preferred Securities by the Initial Purchasers Underwriters as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, the earnings, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx Issuer and their respective subsidiaries its Subsidiaries which (i) make any statement of any material fact made in the Offering Memorandum Prospectus or the Registration Statement materially false or misleading or (ii) are not disclosed in the Offering MemorandumProspectus or the Registration Statement. If, during the period referred to in paragraph subsection (a) of this Section 4 above, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers Underwriters or counsel for the IssuersIssuer, to amend or supplement the Offering Memorandum Prospectus in order that the Offering Memorandum Prospectus 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 or if, in the opinion of counsel for the Initial Purchasers Underwriters or counsel for the IssuersIssuer, it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with applicable law, the IssuersIssuer, at their its own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum Prospectus as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers Underwriters, along with any documents incorporated by reference therein which have not been previously delivered, such number of copies in such cities as they may reasonably request rquest (and the Initial Purchasers Underwriters will, upon receiving notice from the Issuers Issuer to do so, suspend use of the Offering MemorandumProspectus, until such time as they shall have received such copies of the amended or supplemented Offering MemorandumProspectus).

Notice and Effect of Material Events. The Issuers Company will as soon as is practicable immediately notify each Initial Purchaser, the Representatives and confirm such notice in writing, of (x) any filing made by the Issuers of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the distribution placement of the Securities by the Initial Purchasers Underwriters as determined evidenced by TD Securitiesa notice from the Representatives to the Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx Company and their respective its subsidiaries considered as one enterprise which (i) make any statement of any material fact made in the Offering Memorandum materially Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Offering MemorandumPricing Disclosure Package or the Prospectus would constitute a material omission therefrom. If, during The Company will comply with the period referred 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in paragraph (a) abovethis Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers Company, its counsel, the Representatives or counsel for the IssuersUnderwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state 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 madeprevailing at that subsequent time, not misleading or ifmisleading, in the opinion of counsel for Company will promptly notify the Initial Purchasers or counsel for the IssuersRepresentatives and, it is necessary subject to Sections 3(j) and 3(k), will promptly amend or supplement the Offering Memorandum to comply with applicable law, the Issuerssupplement, at their its own expense, will promptly prepare such amendment Issuer Free Writing Prospectus to eliminate or supplement as may be necessary so that the statements in the Offering Memorandum as so amended correct such conflict, untrue statement or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum)omission.

Notice and Effect of Material Events. The Issuers Issuer will as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Issuers Issuer of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, jurisdiction and (y) prior to the completion of the distribution of the Securities by the Initial Purchasers as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, the earnings, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx Issuer and their respective its subsidiaries which (i) make any statement of any material fact made in the Offering Memorandum materially false or misleading or (ii) are not disclosed in the Offering Memorandum. If, during the period referred to in paragraph (a) above, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers or counsel for the IssuersIssuer, to amend or supplement the Offering Memorandum in order that the Offering Memorandum 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 or if, in the opinion of counsel for the Initial Purchasers or counsel for the IssuersIssuer, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the IssuersIssuer, at their its own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers Issuer to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum).

Notice and Effect of Material Events. The Issuers Company will as soon as is practicable immediately notify each Initial Purchaser, the Representative and confirm such notice in writing, of (x) any filing made by the Issuers of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the distribution placement of the Securities by the Initial Purchasers Underwriters as determined evidenced by TD Securitiesa notice from the Representative to the Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuers, the Security Parties, Xxxxx-Xxxxx Company and their respective its subsidiaries considered as one enterprise which (i) make any statement of any material fact made in the Offering Memorandum materially Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Offering MemorandumPricing Disclosure Package or the Prospectus would constitute a material omission therefrom. If, during The Company will comply with the period referred 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in paragraph (a) abovethis Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers Company, its counsel, the Representative or counsel for the IssuersUnderwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representative or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state 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 madeprevailing at that subsequent time, not misleading or ifmisleading, in the opinion of counsel for Company will promptly notify the Initial Purchasers or counsel for the IssuersRepresentative and, it is necessary subject to Sections 3(j) and 3(k), will promptly amend or supplement the Offering Memorandum to comply with applicable law, the Issuerssupplement, at their its own expense, will promptly prepare such amendment Issuer Free Writing Prospectus to eliminate or supplement as may be necessary so that the statements in the Offering Memorandum as so amended correct such conflict, untrue statement or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum)omission.

Notice and Effect of Material Events. (I) The Issuers Company will as soon as is practicable immediately notify each Initial Purchaserthe Representatives, and confirm such notice in writing, of (x) any filing made by the Issuers of information relating to the offering of the Securities Company with any securities exchange or any other regulatory body in any jurisdiction if such filing (A) relates to the United States offering of the Securities and is made (or any other jurisdiction, is required to be made) prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice in writing from the Representatives to the Company (which notice shall be provided to the Company promptly after the completion of the placement) or (B) relates primarily to the offering of the Securities; and (y) prior to the completion of such period when the distribution Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales of the Securities by the Initial Purchasers as determined by TD Securitiesan Underwriter or dealer, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuers, Company and its subsidiaries considered as one enterprise in the Security Parties, Xxxxx-Xxxxx and their respective subsidiaries context of any offer or sale of the Securities which (i) make any statement of any material fact made in the Offering Memorandum materially Time of Sale Prospectus, the Prospectus or any free writing prospectus false or misleading in any material respect or (ii) are not disclosed in the Offering MemorandumTime of Sale Prospectus or the Prospectus. If, In such event or if during the such period referred to in paragraph (a) above, any event shall occur or condition exist as a result of which it is necessarynecessary or advisable, in the reasonable opinion of counsel for the Initial Purchasers or counsel for the IssuersUnderwriters, to amend or supplement the Offering Memorandum Time of Sale Prospectus or the Prospectus in order that the Offering Memorandum Time of Sale Prospectus or the Prospectus 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 existing when the Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus or the Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Securities have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, an amendment or amendments of, or a supplement or supplements to, (including, in each case, through incorporation by reference therein as permitted by the 1933 Act) the Time of Sale Prospectus or the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Time of Sale Prospectus or the Prospectus 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 existing when the Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered, not misleading or so that the Time of Sale Prospectus or the Prospectus, as amended or supplemented, will comply with applicable law. (II) During the period beginning on the date of the Prospectus and continuing for as long as delivery of the Prospectus may be required under applicable law, in the reasonable judgment of [insert name(s) of Representative(s)], after consultation with the Company, in order to offer and sell any Securities in Secondary Market Transactions (the “Secondary Transactions Period”), the Company shall update, supplement or amend the Prospectus, through documents subsequently filed by the Company with the Commission pursuant to the 1934 Act that are deemed to be incorporated by reference therein or otherwise, so that the Prospectus, as updated, amended or supplemented, will not contain 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 which they were made, not misleading or ifmisleading. The foregoing sentence notwithstanding, in the opinion Company may elect, upon notice to [insert name(s) of counsel for the Initial Purchasers or counsel for the IssuersRepresentative(s)], it is necessary to amend or supplement the Offering Memorandum not to comply with applicable lawthis Section 3(b)(II), the Issuers, at their own expense, will promptly prepare but only for such amendment period or supplement as may be necessary so periods that the Company reasonably determines are necessary, whether (a) to enable the completion of required English-language financial statements in and related disclosures following the Offering Memorandum as so amended end of each fiscal year or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable lawquarter, as the case may be, or other material English-language disclosures or (b) for any other reason that the Company recognizes as being material to Secondary Market Transactions; provided, that no such period or periods shall exceed 90 days in the aggregate during any period of 12 consecutive calendar months; and, provided, further, that the Company shall promptly notify [insert name(s) of Representative(s)] if, for any reason, it believes that the preparation and furnish filing of the Initial Purchasers English-language disclosures contemplated in the preceding clause (a) will be materially delayed. Upon receipt of any notice of such number election as described in the foregoing sentence, [insert name(s) of copies as they may reasonably request (and Representative(s)] shall cease using the Initial Purchasers will, upon receiving Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Issuers to do so, suspend use of the Offering Memorandum, until Company that it may resume using such time document (or such document as they shall have received such copies of the it may be amended or supplemented Offering Memorandumsupplemented).

Notice and Effect of Material Events. The Issuers Issuer or the Guarantor will as soon as is practicable immediately notify each Initial Purchaser, and confirm such notice in writing, of (xi) any filing made by the Issuers Issuer or the Guarantor of information relating to the offering of the Securities Offering with any securities exchange or any other regulatory body in the United States States, Luxembourg or any other jurisdiction, jurisdiction and (yii) prior to the completion of the distribution placement of the Securities Notes by the Initial Purchasers as determined by TD SecuritiesPurchasers, of any material changes in or affecting the condition, financial earnings or otherwise, the earnings, business affairs or business prospects of the Issuers, Guarantor or any of the Security Parties, Xxxxx-Xxxxx and their respective subsidiaries Subsidiaries which (ix) make any statement of any material fact made in the Offering Memorandum materially false or misleading in any material respect or (iiy) are not disclosed in the Offering Memorandum. If, In such event or if during the period referred to in paragraph (a) above, such time any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for any of the Issuer, Guarantor, the Initial Purchasers or legal counsel for the IssuersIssuer or the Guarantor or for the Initial Purchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing or, if, in the opinion of the Initial Purchasers' legal counsel or legal counsel for the Issuer or the Guarantor, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will forthwith amend or supplement, at its own expense, the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum 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 or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers, at their own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be not misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the each Initial Purchasers Purchaser such number of copies as they such Initial Purchaser may reasonably request (and each Initial Purchaser shall forthwith furnish such amendment or supplement to each party to which it has sold or intends to sell the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum)Notes.

Notice and Effect of Material Events. The Issuers Aladdin Parties will as soon promptly as is reasonably practicable notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by any of the Issuers Aladdin Parties of information relating to the offering of the Securities Units with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the distribution placement of the Securities Units by the Initial Purchasers as determined evidenced by TD Securitiesa notice in writing from the Initial Purchasers to the Aladdin Parties, any material changes in or affecting the condition, financial or otherwise, the earnings, business affairs or business prospects of any of the IssuersAladdin Parties and their subsidiaries, the Security PartiesTrust, Xxxxx-Xxxxx and their respective subsidiaries AHL, London Clubs or LCNI which (i) make any statement of any material fact made in the Offering Memorandum materially false or misleading untrue or (ii) are not disclosed in constitute an omission of material fact from the Offering MemorandumMemorandum necessary so that the Offering Memorandum will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If, In such event or if during the period referred to in paragraph (a) above, such time any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for any of the Aladdin Parties, their counsel, the Initial Purchasers or counsel for the IssuersInitial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Aladdin Parties will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum 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 madeexisting at the time it is delivered to a Subsequent Purchaser, not misleading or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers, at their own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented Offering Memorandum)misleading.