Common use of Private Offering by the Issuer Clause in Contracts

Private Offering by the Issuer. EXHIBIT C Neither the Issuer nor anyone acting on the Issuer’s behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor anyone acting on the Issuer’s behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Issuer. EXHIBIT C Neither the Issuer, Elk Hills Power nor any Person authorized by the Issuer nor anyone acting to act on the Issuer’s its behalf has offered the Notes or any similar securities Securities for sale to, or solicited any offer to buy the Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person Person, other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor anyone acting on the Issuer’s its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Issuer. EXHIBIT C Neither the Issuer nor anyone acting on the Issuer’s its behalf has offered the Series B Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the PurchasersPurchasers and not more than one other Institutional Investor, each of which has been offered the Series B Notes at a private sale for investment. Neither the Issuer nor anyone acting on the Issuer’s its behalf has taken, or will take, any action that would subject the issuance or sale of the Series B Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Issuer. EXHIBIT C Neither the Issuer nor anyone acting on the Issuer’s its behalf has offered the Notes or any similar securities Securities for sale to, or solicited any offer to buy the Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor anyone acting on the Issuer’s its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.