Common use of Offering by Initial Purchaser Clause in Contracts

Offering by Initial Purchaser. (a) The Initial Purchaser acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (b) The Initial Purchaser represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except to those persons whom it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A; (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (iii) in connection with each sale pursuant to Section 5A(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A; (iv) it is an institutional “accredited investor” (as defined in 501(a) of Regulation D). (c) The Initial Purchaser represents and warrants that, (i) on and prior to the Closing Date, it has made offers and sales of the Notes, and has delivered the Final Memorandum, only to the Subsequent Purchasers and (ii) it will not deliver the Final Memorandum in connection with any subsequent offers or sales of the Notes.

Offering by Initial Purchaser. (a) The Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. (b) . The Initial Purchaser represents and warrants to the Issuer, the Depositor, Conn Appliances and agrees with the Company that: (i) Conn’s, Inc., that it has not offered or sold, and will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later make offers of the commencement of the offering and the date of closing of the offering except Purchased Notes solely to those persons whom that it reasonably believes to be “qualified institutional buyers” (as defined in within the meaning of Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A;. (iib) neither it nor any person acting on its behalf has made or will make offers or sales Subject to the satisfaction of the conditions in Section 7, the Initial Purchaser shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (iii) in connection with each sale pursuant to Section 5A(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A; (iv) it is an institutional “accredited investor” (as defined in 501(a) of Regulation D)Offering Memorandum. (c) The Initial Purchaser represents and warrants agrees that, : (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity, within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”), received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Purchased Notes in, from or otherwise involving the United Kingdom; and (iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Purchased Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Purchased Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Member State at the Relevant Implementation Date, make an offer of Purchased Notes to the public in that Relevant Member State at any time; (1) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (2) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive); or (3) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Purchased Notes referred to in (1), (2) or (3) above shall require the Issuer, the Seller, the Depositor or the Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For purposes of this Section 4(c), the expression an “offer of Purchased Notes to the public” in relation to any Purchased Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe the Purchased Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State. (d) Prior to the Closing Date, it has made offers the Initial Purchaser shall notify the Issuer, the Depositor and sales Conn Appliances of the Notes, Time of Sale to which the related Time of Sale Information relates. (e) The Initial Purchaser represents and has delivered the Final Memorandum, only agrees that: (i) it did not enter into any Contract of Sale for any Purchased Notes prior to the Subsequent Purchasers and Time of Sale; (ii) it will will, at any time that the Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it, the Offering Memorandum; (iii) prior to the later of (x) the Closing Date and (y) the completion of the distribution of the Purchased Notes, it has not deliver the Final Memorandum and shall not distribute any offering material in connection with any subsequent offers or sales the offering of the Purchased Notes other than the Initial Offering Memorandum, the Offering Memorandum and any other Time of Sale Information and any information required to be provided under Rule 144A(d)(4) under the Securities Act; (iv) it has not engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transactions contemplated by this Agreement, it being understood Ernst & Young LLP has been engaged by the Depositor for the purpose of providing certain letters; and (v) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to Conn Appliances of such communication. For purposes of this Section 4(e)(v), “Rating Information” means any information provided to a Hired NRSRO for the purpose of (A) determining the initial credit rating for the Purchased Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Purchased Notes, and (B) undertaking credit rating surveillance on the Purchased Notes, including information about the characteristics and performance of the Receivables and related property.

Offering by Initial Purchaser. (a) a. The Initial Purchaser acknowledges that the Notes Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (b) . The Initial Purchaser represents and warrants to and agrees with the Company Issuers that: (i) : it has not offered or sold, and will not offer or sell, any Notes Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except except: to those persons whom it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A; (ii) 903 of Regulation S; neither it nor any person acting on its behalf has made or will make offers or sales of the Notes Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (iii) States; in connection with each sale pursuant to Section 5A(b)(i4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Notes Securities is aware that such sale is being made in reliance on Rule 144A; ; neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (ivwithin the meaning of Regulation S) with respect to the Securities; it is an institutional “accredited investor” has not entered and will not enter into any contractual arrangement with any distributor (as defined in 501(awithin the meaning of Regulation S) with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company; it and its Affiliates have complied and will comply with the offering restrictions requirement of Regulation S; at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation D). S) a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (cthe “Act”) The Initial Purchaser represents and warrants thatmay not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) on as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by Regulation S.” it has not offered or sold and, prior to the Closing Datedate six months after the date of issuance of the Securities, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; it has made offers complied and sales will comply with all applicable provisions of the Notes, and has delivered the Final Memorandum, only FSMA with respect to anything done by it in relation to the Subsequent Purchasers Securities in, from or otherwise involving the United Kingdom; and it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (iiwithin the meaning of section 21 of the FSMA) received by it will not deliver the Final Memorandum in connection with the issue or sale of any subsequent offers or sales Securities, in circumstances in which section 21(1) of the NotesFSMA does not apply to the Company.

Offering by Initial Purchaser. (a) The Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. (b) . The Initial Purchaser represents and warrants to the Issuer, the Depositor, Conn Appliances and agrees with Conn’s, Inc. that the Company that: (i) it has not offered or sold, and Initial Purchaser will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later make offers of the commencement of Purchased Notes solely to persons that the offering and the date of closing of the offering except to those persons whom it Initial Purchaser reasonably believes to be “qualified institutional buyers” (as defined in within the meaning of Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it . The Initial Purchaser acknowledges that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made the Purchased Notes shall contain the legends set forth in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A;the Indenture. (iib) neither it nor any person acting on its behalf has made or will make offers or sales Subject to the satisfaction of the conditions in Section 6, the Initial Purchaser shall purchase the Purchased Notes for resale upon the terms and conditions set forth in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (iii) in connection with each sale pursuant to Section 5A(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A; (iv) it is an institutional “accredited investor” (as defined in 501(a) of Regulation D)Offering Memorandum. (c) The Initial Purchaser represents and warrants agrees that, : (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity, within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”), received by it in connection with the issue or sale of any Purchased Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Purchased Notes in, from or otherwise involving the United Kingdom; and (iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Purchased Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Purchased Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Member State at the Relevant Implementation Date, make an offer of Purchased Notes to the public in that Relevant Member State at any time; (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant portions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Initial Purchaser; or (iii) in any other circumstances which do not require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For purposes of this Section 4(c), the expression an “offer of Purchased Notes to the public” in relation to any Purchased Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Purchased Notes to be offered so as to enable an investor to decide to purchase or subscribe the Purchased Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State. (d) Prior to the End Date, the Initial Purchaser shall notify the Issuer, the Depositor and Conn Appliances of each Time of Sale to which the related Time of Sale Information relates. (e) The Initial Purchaser represents and agrees (i) that it did not enter into any Contract of Sale for any Purchased Notes prior to the Closing Date, (ii) that it will, at any time that the Initial Purchaser is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Purchased Notes, deliver to each investor to whom Purchased Notes are sold by it during the period prior to the delivery of the Offering Memorandum, prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Offering Memorandum, and (iii) that, prior to the End Date, it has made offers not and sales shall not distribute any offering material in connection with the offering of the NotesPurchased Notes other than the Time of Sale Information, the Offering Memorandum and any information required to be provided under Rule 144A(d)(4) under the Securities Act. (f) If the Depositor, Conn Appliances, the Issuer or the Initial Purchaser determines or becomes aware that any “written communication” (as defined in Rule 405 under the Securities Act) (including without limitation the Preliminary Offering Memorandum) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Securities Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by the Depositor, Conn Appliances, the Issuer or the Initial Purchaser contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, then the Depositor, Conn Appliances, the Issuer may prepare corrective information, with notice to the other parties and the Initial Purchaser, and has delivered the Final MemorandumInitial Purchaser shall deliver such information in a manner reasonably acceptable to both parties, only to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the Subsequent Purchasers following: (i) adequate disclosure of the contractual arrangement; (ii) adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought; (iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and (iv) a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. (g) The Initial Purchaser represents and agrees that: (i) it is a QIB; (ii) it acknowledges that purchases and resales of the Purchased Notes are restricted as described under “Transfer Restrictions” in the Offering Memorandum, and it covenants that it will not deliver sell the Final Memorandum Purchased Notes other than in connection compliance with any subsequent offers such transfer restrictions or sales sell the Purchased Notes other than in compliance with the transfer restrictions in the Indenture; and (iii) it understands that no action has been or will be taken by the Depositor, Conn Appliances or the Issuer that would permit a public offering of the Purchased Notes, or possession or distribution of the Offering Memorandum, the Time of Sale Information or any other offering or publicity material relating to the Purchased Notes, in any country or jurisdiction where action for that purpose is required.

Offering by Initial Purchaser. (a) The Initial Purchaser acknowledges that the Notes Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (b) . The Initial Purchaser represents and warrants to and agrees with the Company Issuers that: (i) : it has not offered or sold, and will not offer or sell, any Notes Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except except: to those persons whom it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A; (ii) 903 of Regulation S; neither it nor any person acting on its behalf has made or will make offers or sales of the Notes Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (iii) States; in connection with each sale pursuant to Section 5A(b)(i4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Notes Securities is aware that such sale is being made in reliance on Rule 144A; ; neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (ivwithin the meaning of Regulation S) with respect to the Securities; it is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D). ; it has not entered and will not enter into any contractual arrangement with any distributor (cwithin the meaning of Regulation S) with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Company; it and any distributor (within the meaning of Regulation S) has complied and will comply with the offering restrictions requirement of Regulation S; at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: “The Initial Purchaser represents Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Act”) and warrants thatmay not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) on as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and prior the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by Regulation S.”; it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Closing DateSecurities in, from or otherwise involving the United Kingdom; it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities, in circumstances in which section 21(1) of the FSMA does not apply to the Company; and in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), it has not made offers and sales will not make an offer to the public of any Securities which are the subject of the Notesoffering contemplated by this Agreement in that Relevant Member State, and has delivered the Final Memorandum, only except that it may make an offer to the Subsequent Purchasers and public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: • to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; • to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year, (ii) it will not deliver a total balance sheet of more than €43,000,000 and (iii) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; • to fewer than 100 natural or legal persons (other than qualified investors as defined in the Final Memorandum in connection with any subsequent offers or sales Prospectus Directive) subject to obtaining the prior written consent of the NotesRepresentatives for any such offer; or • in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Securities shall result in a requirement for the publication by the Company or the Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.