Common use of Offer of Notes; Private Offering Clause in Contracts

Offer of Notes; Private Offering. Subject to the accuracy of each Purchaser’s several (and not joint) representations and warranties in Section 11.20, the Issuer represents and warrants to the Administrative Agent and each of the Purchasers that: (i) neither the Credit Parties nor any of their representatives or Affiliates has engaged in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated by the SEC pursuant to the Securities Act or the Exchange Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act in connection with the offer or sale of the Notes; (ii) no registration of the Notes pursuant to the provisions of the Securities Act or any “blue sky” laws of any state will be required for the offer, sale or issuance of the Notes by the Issuer pursuant to this Agreement and the Issuer has not taken, and will not take, any action which would require the issuance and sale of the Notes to be registered under the Securities Act or the registration or qualification provisions of any “blue sky” laws of any state or the securities law of any other jurisdiction; (iii) except as has been disclosed to the Purchasers prior to the Effective Date, neither Super Holdings nor the Issuer has paid any compensation to any broker, finder, commission agent or other Person (other than the Purchasers) in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents; (iv) except as has been disclosed to the Purchasers prior to the Effective Date, neither Super Holdings nor the Issuer is under any obligation to pay any broker’s fee, finder’s fee or commission in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents; and (v) the Notes are eligible for resale pursuant to Rule 144A and are not of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Offer of Notes; Private Offering. Subject to the accuracy of each Purchaser’s several (and not joint) representations and warranties in Section 11.20, the Issuer represents and warrants to the Administrative Agent and each of the Purchasers that: (i) as of the commencement of the offer of the Notes, and during the six (6) month period immediately preceding such offer, and concurrently with the offering of the Notes, neither the Issuer nor any of its “Affiliates” (as defined in Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act) nor any Person acting on its or any of their behalf, directly or indirectly, offered any securities of the same or a similar class as the Notes or any part thereof or any similar securities for issue or sale to, or solicited any offer to buy any of the same from, any Person other than the Purchasers; (ii) neither the Credit Parties nor any of their representatives or Affiliates has engaged in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated by the SEC pursuant to the Securities Act or the Exchange Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act in connection with the offer or sale of the Notes; (iiiii) no registration of the Notes pursuant to the provisions of the Securities Act or any “blue sky” laws of any state will be required for the offer, sale or issuance of the Notes by the Issuer pursuant to this Agreement and the Issuer has not taken, and will not take, any action which would require the issuance and sale of the Notes to be registered under the Securities Act or the Exchange Act or the registration or qualification provisions of any “blue sky” laws of any state or the securities law of any other jurisdiction; (iiiiv) except as has been disclosed to the Purchasers prior to the Effective Dateother than Armentum Partners, neither Super Holdings nor the Issuer has not dealt with or paid any compensation to any broker, finder, commission agent or other Person (other than the Purchasers) in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents; (ivv) except as has been disclosed to the Purchasers prior to the Effective Date, neither Super Holdings nor the Issuer is not under any obligation to pay any broker’s fee, finder’s fee or commission in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents, other than the fee owed to Armentum Partners in connection with the sale of the Notes and the other transactions contemplated by the Note Documents, which fee shall be paid in full on the Closing Date; (vi) the Notes are being offered and sold only to “accredited investors” (as defined in Rule 501 under the Securities Act) and to persons pursuant to Rule 701 under the Securities Act; and (vvii) the Notes are eligible for resale pursuant to Rule 144A and are will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Offer of Notes; Private Offering. Subject to the accuracy of each Purchaser’s several (and not joint) representations and warranties in Section 11.20, the Issuer represents and warrants to the Administrative Agent and each of the Purchasers that: (i) as of the commencement of the offer of the Notes, and during the six (6) month period immediately preceding such offer, and concurrently with the offering of the Notes, neither the Issuer nor any of its “Affiliates” (as defined in Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act) nor any Person acting on its or any of their behalf, directly or indirectly, offered any securities of the same or a similar class as the Notes or any part thereof or any similar securities for issue or sale to, or solicited any offer to buy any of the same from, any Person other than the Purchasers; (ii) neither the Credit Parties nor any of their representatives or Affiliates has engaged in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated by the SEC pursuant to the Securities Act or the Exchange Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act in connection with the offer or sale of the Notes; (iiiii) no registration of the Notes pursuant to the provisions of the Securities Act or any “blue sky” laws of any state will be required for the offer, sale or issuance of the Notes by the Issuer pursuant to this Agreement and the Issuer has not taken, and will not take, any action which would require the issuance and sale of the Notes to be registered under the Securities Act or the registration or qualification provisions of any “blue sky” laws of any state or the securities law of any other jurisdiction; (iiiiv) except as has been disclosed to the Purchasers prior to the Effective Closing Date, neither Super Holdings nor the Issuer has not dealt with or paid any compensation to any broker, finder, commission agent or other Person (other than the Purchasers) in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents; (ivv) except as has been disclosed to the Purchasers prior to the Effective Closing Date, neither Super Holdings nor the Issuer is not under any obligation to pay any broker’s fee, finder’s fee or commission in connection with the sale of the Notes and/or the other transactions contemplated by the Note Documents; (vi) the Notes are being offered and sold only to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) and to persons pursuant to Rule 701 under the Securities Act; and (vvii) the Notes are eligible for resale pursuant to Rule 144A and are will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, Act or quoted in a U.S. automated interdealer quotation system.