Representations and Warranties of Initial Purchasers. Each Initial Purchaser severally represents and agrees that it has not entered and shall not enter into any contractual arrangements with respect to the distribution of the Notes, except with its affiliates or with the prior written consent of the Operating Partnership.
Representations and Warranties of Initial Purchasers. Upon the authorization by the Initial Purchasers of the release of the Restricted Notes, the Initial Purchasers propose to offer the Restricted Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and the Initial Purchasers hereby represent and warrant to, and agree with, the Company that:
(a) they each will offer and sell the Restricted Notes only to Eligible Purchasers;
(b) they each are Accredited Investors (as defined in Regulation D under the Act); and
(c) they each will not offer or sell the Restricted Notes by any form of general solicitation or general advertising, including, but not limited to, the methods described in Rule 502(c) under the Act.
Representations and Warranties of Initial Purchasers. Each of the Initial Purchasers represents and warrants that it is a “qualified institutional buyer,” as defined in Rule 144A of the Securities Act. Each Initial Purchaser agrees with the Company that:
(a) it has offered and sold and will only offer or sell the Notes to persons whom it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act);
(b) 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;
(c) in connection with each sale pursuant to Section 6(a), 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;
(d) any information provided by the Initial Purchasers to publishers of publicly available databases about the terms of the Notes and the Indenture shall include a statement that the Notes have not been registered under the Securities Act and are subject to restrictions under Rule 144A under the Securities Act; and
(e) it acknowledges that additional restrictions on the offer and sale of the Notes and the Common Stock issuable upon conversion thereof are described in the Disclosure Package and the Final Offering Memorandum.
Representations and Warranties of Initial Purchasers. Each Initial Purchaser severally represents and agrees that it has not entered and will not enter into any contractual arrangements with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. In addition, each Initial Purchaser severally represents and agrees that:
(i) except to the extent permitted under U.S. Treas. Reg. (S) 1.163- 5(c)(2)(i)(D) (the "D Rules"), (x) it has not offered or sold, and during the restricted period will not offer or sell, Securities in bearer form to a person who is within the United States or its possessions or to a United States person, and (y) such Initial Purchaser has not delivered and will not deliver within the United States or its possessions definitive Securities in bearer form that are sold during the restricted period;
(ii) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Securities in bearer form are aware that such Securities may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;
(iii) if such Initial Purchaser is a United States person, it represents that it is acquiring the Securities in bearer form for purposes of resale in connection with their original issuance and, if such Initial Purchaser retains Securities in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. (S) 1.163-5(c)(2)(i)(D)(6); and
(iv) with respect to each affiliate (if any) that acquires from such Initial Purchaser Securities in bearer form for the purposes of offering or selling such Notes during the, restricted period, such Initial Purchaser either (A) hereby severally represents and agrees on behalf of such affiliate (if any) to the effect set forth in sub-paragraphs (i), (ii) and (iii) of this paragraph or (B) severally agrees that it will obtain from such affiliate (if any) for the benefit of the Company the representations and agreements contained in sub-paragraphs (i), (ii) and (iii) of this paragraph. Terms used in the above paragraph have the meanings given to them by the United States Internal Revenue Code and Regulations thereunder, including the D Rules. In addition, under U.S. Treas. Reg. (S)1.163-5(c)(2)(i)(C) (the "C Rules"), Securities in bearer form must be...
Representations and Warranties of Initial Purchasers. Each Initial Purchaser severally represents and agrees that it has not entered and will not enter into any contractual arrangements with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Operating Partnership.
Representations and Warranties of Initial Purchasers. In order to induce the Company to enter into this Securities Purchase Agreement and issue the Securities, each Initial Purchaser represents and warrants to the Company only with respect to itself as follows:
Representations and Warranties of Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that:
