Common use of Offering of Notes; Restrictions on Transfer Clause in Contracts

Offering of Notes; Restrictions on Transfer. (a) Each Initial Purchaser represents that it is an “accreditor investor” within the meaning of Regulation D under the Act and a “QIB” within the meaning of Rule 144A under the Act. Each of the Initial Purchasers agrees with the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (ii) it has and will solicit offers for the Notes only from, and will offer the Notes only to, (A) in the case of offers inside the Xxxxxx Xxxxxx, persons whom the Initial Purchasers reasonably believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, 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 under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) Each Initial Purchaser represents that it is an “accreditor investor” within the meaning of Regulation D under the Act and a “QIB” within the meaning of Rule 144A under the Act. Each of the Initial Purchasers represents and warrants to and agrees with the Company (as to itself only) that (i) it has not solicited and will not solicit offers for, any offer to buy or offer or sell, to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving within a public offering within the meaning of Section 4(2) of the Act; Act and (ii) it has solicited and will solicit offers for to buy the Notes only from, and has offered and will offer offer, sell or deliver the Notes only to, (A) in the case of offers inside the Xxxxxx Xxxxxx, persons whom the Initial Purchasers who it reasonably believe believes to be QIBs qualified institutional buyers (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers it that each such account is a QIBqualified 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 under Rule 144A 144A. Each of the Purchasers also represents and (B) in warrants and agrees that it has offered and will offer to sell the case of Notes only to, and has solicited and will solicit offers outside to buy the United StatesNotes only from, to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), that in purchasing such Notes such persons are will be deemed to have represented and agreed as provided under the caption “Notice to Investors” contained "Investor Representations and Restrictions on Resale" in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum)Exhibit A hereto.

Offering of Notes; Restrictions on Transfer. (a) Each of the ------------------------------------------- Initial Purchaser Purchasers represents and warrants (as to itself only) that it is an “accreditor investor” within the meaning of Regulation D under the Act and a “QIB” within the meaning of Rule 144A under the Act. Each of the Initial Purchasers agrees with the Company Issuers (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (ii) it has and will solicit offers for the Notes only from, and will offer the Notes only to, to (A) in the case of offers inside the Xxxxxx XxxxxxUnited States, persons whom the Initial Purchasers reasonably believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, 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 under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons (“non-U.S. "foreign purchasers,” " which term shall include dealers ------------------ or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (Bii), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) Each Initial Purchaser represents that it is an “accreditor investor” within the meaning of Regulation D under the Act and a “QIB” within the meaning of Rule 144A under the Act. Each of the Initial Purchasers agrees with the Company (as to itself only) that with the Company that: (i) it has not and will not solicit offers for, or offer or sell, the Offered Rule 144A Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act; and (ii) it has not and will not solicit offers for, or offer or sell, the Offered Regulation S Notes by any directed selling efforts (as such term is defined in Regulation S); and (iii) it will solicit offers for the Notes only from, and will offer the Notes only to, (A) in the case of offers inside and sales in the Xxxxxx XxxxxxUnited States or to, or for the account or benefit of U.S. persons (as such term is defined in Regulation S), to persons whom the applicable Initial Purchasers Purchaser reasonably believe believes to be QIBs a QIB or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented accounts reasonably believed by the applicable Initial Purchaser to the Initial Purchasers that each such account is be a QIB, in each case to whom notice has been given that such sale or delivery transaction is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United Statesand sales in offshore transactions (as such term is defined in Regulation S), to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust))) in compliance with Regulation S; provided, however, that, in the case of this clause (B), that in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Memorandum (or, if Pricing Disclosure Package and the Final Memorandum is not in existence, in the most recent Memorandum).