Common use of Offering by Initial Purchasers Clause in Contracts

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act). (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the 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; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; and (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial ------------------------------ Purchaser, severally and not jointly, represents and warrants to and agrees with the Company Authority that: (ia) it It has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except (i) to those it reasonably believes after due inquiry to be “qualified institutional buyers” buyers (as defined in Rule 144A under the Act). (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the 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; (iii) and that, in connection with each sale pursuant to Section 4(b)(i)(A)such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be is being made in reliance on Rule 144A; and144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto. (ivb) Neither it is an “accredited investor” nor any of its Affiliates nor any person acting on its or their behalf has engaged in any form of general solicitation or general advertising (as defined in Rule 501(a) within the meaning of Regulation D)) in connection with any offer or sale of the Securities in the United States. (c) Neither it nor any of its Affiliates nor any person acting on its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company Issuers that: (ia) it It has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except (i) to those it reasonably believes to be “qualified institutional buyers” buyers (as defined in Rule 144A under the Act). (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the 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; (iii) and that, in connection with each sale pursuant to Section 4(b)(i)(A)such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be is being made in reliance on Rule 144A; and144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto. (ivb) Neither it is an “accredited investor” nor any of its Affiliates, nor any person acting on behalf of it or its Affiliates has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (as defined c) Neither it nor any of its Affiliates, nor any person acting on behalf of it or its Affiliates has, directly or indirectly, engaged in any form of general solicitation or general advertising (within the meaning of Rule 501(a502(c) of Regulation D)D under the Act) in the United States.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (ia) it It has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except (i) to those it reasonably believes to be “qualified institutional buyers” buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; (ii) to other institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D) who provide to it and to the Company a letter in the form of Exhibit A hereto; or (iii) in accordance with the restrictions set forth in Exhibit B hereto. (iib) neither Neither it nor any person Person acting on its behalf has made or will make offers or sales of the 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; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken States or will take reasonable steps to ensure under circumstances that would require registration of the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; and (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D)under the Act.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (ia) it It has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except (i) to those it reasonably believes to be “qualified institutional buyers” buyers (as defined in Rule 144A under the Act)) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit B hereto. (iib) neither Neither it nor any person Person acting on its behalf has made or will make offers or sales of the 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; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken States or will take reasonable steps to ensure under circumstances that would require registration of the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; and (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D)under the Act.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company Authority that: (ia) it It has not offered or sold, and will not offer or sell, any Securities or Guarantees within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution at any time, except (i) to those it reasonably believes after due inquiry to be “qualified institutional buyers” buyers (as defined in Rule 144A under the Act). (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the 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; (iii) and that, in connection with each sale pursuant to Section 4(b)(i)(A)such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be is being made in reliance on Rule 144A; and144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto. (ivb) Neither it is an “accredited investor” nor any of its Affiliates nor any person acting on its or their behalf has engaged in any form of general solicitation or general advertising (as defined in Rule 501(a) within the meaning of Regulation D)) in connection with any offer or sale of the Securities in the United States. (c) Neither it nor any of its Affiliates nor any person acting on its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act.