Common use of Offering of Notes Clause in Contracts

Offering of Notes. (a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the Prudential Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction. (b) Neither the Company nor any Subsidiary, nor any of their respective directors, executive officers or other officers participating in the offering of the Notes, nor any predecessor of the Company or any Subsidiary, any affiliated issuer of the Company or any Subsidiary, any beneficial owner of 20% or more of the outstanding voting equity securities of the Company or any Subsidiary participating in the offering of the Notes, calculated on the basis of voting power, or any promoter currently connected with the Company and its Subsidiaries in any capacity is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.

Offering of Notes. (a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the Prudential MetLife Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction. (b) Neither the Company nor any Subsidiary, nor any of their respective directors, executive officers or other officers participating in the offering of the Notes, nor any predecessor of the Company or any Subsidiary, any affiliated issuer of the Company or any Subsidiary, any beneficial owner of 20% or more of the outstanding voting equity securities of the Company or any Subsidiary participating in the offering of the Notes, calculated on the basis of voting power, or any promoter currently connected with the Company and its Subsidiaries in any capacity is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.