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

Notice and Effect of Material Events. The Issuer will promptly notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 and existing at the time it is furnished to the Initial Purchasers, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

Notice and Effect of Material Events. The Issuer Issuers will promptly as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Issuer Issuers of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale distribution of the Notes Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Issuers, the Security Parties, Xxxxx-Xxxxx and its their respective subsidiaries considered as one enterprise which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material materially false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described If, during the period referred to in clause paragraph (iia) of the preceding sentenceabove, if any event shall occur or condition exist as a result of which it is necessary 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 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 and existing at the time it is furnished to the Initial Purchasersmade, 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, will comply with lawsupplemented Offering Memorandum).

Notice and Effect of Material Events. The Issuer will promptly as soon as is practicable notify each Initial PurchaserUnderwriter, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States or any applicable jurisdiction, other jurisdiction and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale distribution of the Notes Preferred Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)Underwriters as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise Subsidiaries which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum Prospectus or any Supplemental Offering Material the Registration Statement materially false or misleading or (yii) are not disclosed in the Disclosure Package Prospectus or Offering Memorandumthe Registration Statement. During such time as described If, during the period referred to in clause subsection (iia) of the preceding sentencethis Section 4 above, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of counsel for the Underwriters or counsel for the Issuer, to amend or supplement the Offering Memorandum Prospectus 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 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 and existing at the time it is furnished to the Initial Purchasersmade, not misleading or if, in the opinion of counsel for the Underwriters or counsel for the Issuer, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Issuer, at its own expense, will promptly prepare such amendment or supplement as may be necessary so that the Offering Memorandum, statements in the Prospectus as so amended or supplementedsupplemented will not, in the light of the circumstances then existing, be misleading or so that such Prospectus as so amended or supplemented will comply with applicable law, as the case may be, and furnish the 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 rquest (and the Underwriters will, upon receiving notice from the Issuer to do so, suspend use of the Prospectus, until such time as they shall have received such copies of the amended or supplemented Prospectus).

Notice and Effect of Material Events. The Issuer Aladdin Parties will as promptly as reasonably practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by any of the Issuer Aladdin Parties of information relating to the Offering offering of the Units with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale placement of the Notes Units by the Initial Purchasers (which as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof to the Issuer)Aladdin Parties, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of the Issuer Aladdin Parties and its subsidiaries considered as one enterprise their subsidiaries, the Trust, AHL, London Clubs or LCNI which (xi) make any statement of fact in the Disclosure Package, any Offering Memorandum untrue or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) constitute an omission of material fact from the Offering Memorandum 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 preceding sentencecircumstances in which they were made, not misleading. In such event or if during such time any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of any of the Aladdin Parties, their counsel, the Initial Purchasers or counsel for the Initial 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer Aladdin Parties will forthwith amend or supplement the Final Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 made and existing at the time it is furnished delivered to the Initial Purchasersa Subsequent Purchaser, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with lawmisleading.

Notice and Effect of Material Events. The Issuer Issuers will promptly immediately notify each the Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the any Issuer of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale placement of the Notes Securities by the Initial Purchasers (which Purchaser as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof Purchaser to the Issuer)Company, any material changes changes, or any condition or event that has resulted or could reasonably be expected to result in a material change, in or affecting the condition, financial or otherwise, condition or the earnings, earnings or business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise Subsidiaries which (xi) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of the Company, its counsel, the Initial Purchaser or counsel for the Initial Purchaser, 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer Issuers will forthwith amend or supplement the Final Offering Memorandum by promptly preparing and furnishing, at its own expensethe expense of the Issuers, to each the 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 PurchasersPurchaser) 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 made and existing at the time it is furnished delivered to a Subsequent Purchaser, not misleading. The Issuers will furnish to the Initial Purchasers, not misleading Purchaser such number of copies of such amendment or so that supplement as the Initial Purchaser may reasonably request. The Company agrees to notify the Initial Purchaser in writing to suspend use of the Offering MemorandumMemorandum as promptly as practicable after the occurrence of an event specified in the second immediately preceding sentence of this paragraph (b), as and the Initial Purchaser hereby agrees upon receipt of such notice from the Company to suspend use of the Offering Memorandum until the Issuers have amended or supplemented, will comply with lawsupplemented the Offering Memorandum to correct such misstatement or omission or to effect such compliance.

Notice and Effect of Material Events. The Issuer will promptly as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable jurisdiction, other jurisdiction and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale distribution of the Notes Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material materially false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described If, during the period referred to in clause paragraph (iia) of the preceding sentenceabove, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Issuer, 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 and existing at the time it is furnished to the Initial Purchasersmade, not misleading or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuer, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer, at 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 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, will comply with lawsupplemented Offering Memorandum).

Notice and Effect of Material Events. The Issuer or the Guarantor will promptly immediately notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer or the Guarantor of information relating to the Offering with any securities exchange or any other regulatory body in the United States, Luxembourg or any applicable jurisdiction, other jurisdiction and (ii) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale placement of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)Purchasers, of any material changes in or affecting the condition, financial earnings or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise Guarantor or any of the Subsidiaries which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading in any material respect or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of any of the Issuer, Guarantor, the Initial Purchasers or legal counsel for the Issuer 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 under which they were made and then existingexisting or, or if if, in the reasonable opinion of the Initial Purchasers Purchasers' legal counsel or legal counsel for the Initial Purchasers Issuer or the Guarantor, it is otherwise necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishingsupplement, 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 and existing at the time it is furnished to the Initial Purchasersthen existing, not misleading or so that the such Offering Memorandum, Memorandum as so amended or supplemented, supplemented will comply with applicable law, as the case may be, and furnish each Initial Purchaser such number of copies as 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 Notes.

Notice and Effect of Material Events. (I) The Issuer Company will promptly immediately notify each Initial Purchaserthe Representatives, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering Company with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of jurisdiction if such filing (A) three months after relates to the Closing Date offering of the Securities and is made (Bor is required to be made) prior to the completion of the resale placement of the Notes Securities by the Initial Purchasers Underwriters as evidenced by a notice in writing from the Representatives to the Company (which the Initial Purchasers notice shall provide prompt notice thereof be provided to the Issuer)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 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 an Underwriter or dealer, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise in the context of any offer or sale of the Securities which (xi) make any statement in the Disclosure PackageTime of Sale Prospectus, any Offering Memorandum the Prospectus or any Supplemental Offering Material free writing prospectus false or misleading in any material respect or (yii) are not disclosed in the Disclosure Package Time of Sale Prospectus or Offering Memorandumthe Prospectus. During In such time as described in clause (ii) of the preceding sentence, event or if during such period any event shall occur or condition exist as a result of which it is necessary or advisable, in the reasonable opinion of counsel for the Underwriters, 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 not misleading therein, in the light of the circumstances under which they were made and then existingexisting 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 if, in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers Underwriters, it is otherwise necessary to amend or supplement the Offering Memorandum Time of Sale Prospectus or the Prospectus to comply with applicable law, the Issuer Company will forthwith amend or supplement prepare, file with the Offering Memorandum by promptly preparing Commission and furnishingfurnish, at its own expense, to each Initial Purchaser 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 Offering Memorandum 1933 Act) the Time of Sale Prospectus or the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchasersUnderwriters) so that, as so amended or supplemented, the Offering Memorandum 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 under which they were made and existing at when the time it Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is furnished to the Initial Purchasersdelivered, not misleading or so that the Offering MemorandumTime of Sale Prospectus or the Prospectus, as amended or supplemented, will comply with applicable law.

Notice and Effect of Material Events. The Issuer Company will promptly immediately notify each Initial Purchaser, Purchaser and confirm such notice in writing, writing (x) of (i) any filing made by the Issuer Company of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) three months after the Closing Date and (B) the completion of the resale placement of the Notes offered Securities by the Initial Purchasers (which as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof to the Issuer)Company, of any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries the Subsidiaries considered as one enterprise which (xi) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer Company will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 and existing at the time it is furnished delivered to the Initial Purchasersa Subsequent Purchaser, not misleading or so misleading. The Company hereby expressly acknowledges that the Offering Memorandumindemnification and contribution provisions of Sections 7 and 8 hereof are specifically applicable and relate to each offering memorandum, as amended amendment or supplemented, will comply with lawsupplement referred to in this Section 3(b).

Notice and Effect of Material Events. The Issuer will promptly notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) three two months after the Closing Date and (B) the completion of the resale of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary 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 under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will forthwith will, upon receiving reasonable request from the Representatives, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, 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 and existing at the time it is furnished to the Initial Purchasers, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.