Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
(a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular.
(b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, 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 Offering Circular.
(c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
(a) It is a QIB.
(b) It (i) is not acquiring the Units with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction, and (ii) will be soliciting offers for the Units only from, and will be reoffering and reselling the Units only to (A) persons in the United States whom it reasonably believes to be QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A or (B) a limited number of Accredited Investors that execute and deliver to each of the Issuers and the Initial Purchaser a letter containing certain representations and agreements in the form attached as Annex A to the Offering Circular.
(c) No form of general solicitation or general advertising in violation of the Act has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Units.
(d) In connection with the Exempt Resales, it will solicit offers to buy the Units only from, and will offer and sell the Units only to, Eligible Initial Purchasers who, in purchasing such Units, will be deemed to have represented and agreed (i) if such Eligible Initial Purchasers are QIBs, that they are purchasing the Units for their own accounts or accounts with respect to which they exercise sole investment discretion and that they or such accounts are QIBs, (ii) that the Units, the Series A Notes and the Convertible Preferred Membership Interests will not have been registered under the Act and may be resold, pledged or otherwise transferred, prior to the date that is two years (or such other period that may hereafter be provided under Rule 144(k) as permitting resales of restricted securities by non-affiliates without restriction) after the later of the original issue date of the Units and the last date on which any of the Issuers or any of their respective affiliates was the owner of the Units, the Series A Notes and the Convertible Preferred Membership Interests only (A) to the Issuers, (B) pursuant to a registration statement which has been declared effective under the Act, (C) for so long as the Units, the Series A Notes and the Convertible Preferred Membership Interests are eligible for resale pursuant to Rule 144A under the Act, to a person who the seller reasonably believes is a QIB that purchases for its own account or the account of a QIB to whom n...
Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants to the Purchasers as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Initial Purchaser. As of the date hereof, the Initial Purchaser, represents and warrants to the Issuers and the Subsidiary Guarantors that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants that (a) this Agreement (i) has been duly executed and delivered by the Initial Purchaser and (ii) constitutes the Initial Purchaser's legal, valid and binding obligation, enforceable against the Initial Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and (b) the execution, delivery and performance of this Agreement do not violate any applicable law or any agreement to which the Initial Purchaser is a party or by which its properties are bound.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
(a) Initial Purchaser Status, Resale Terms. It is a QIB as defined in Rule 144A under the Securities Act and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering Memorandum.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents, warrants and covenants to the Seller as of the Initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein:
(a) The Initial Purchaser is a Delaware corporation. No licenses or approvals obtained by the Initial Purchaser have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;
(b) The Initial Purchaser has the full power and authority to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Initial Purchaser has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Initial Purchaser, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;
(c) The execution and delivery of this Agreement by the Initial Purchaser and the performance of and compliance with the terms of this Agreement will not violate the Initial Purchaser's articles of incorporation or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Initial Purchaser is a party or which may be applicable to the Initial Purchaser or its assets;
(d) The Initial Purchaser is not in violation of, and the execution and delivery of this Agreement by the Initial Purchaser and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Initial Purchaser or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Initial Purchaser or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;
(e) The Initial Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(f) There are no actions or proceedings agains...
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to and agrees with the Company as of the date hereof and as of each Closing Date as follows:
(a) Organization of the Initial Purchaser. The Initial Purchaser has been incorporated and is validly existing as a limited liability company in good standing under the laws of Delaware.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Issuers and Parent that:
(a) The Initial Purchaser is a QIB with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes.
(b) The Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any State of the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements provided by Rule 144A under the Act, to a limited number of Accredited Institutions that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Circular and/or in offshore transactions meeting the requirements of Regulation S.
(c) The Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Series A Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium, or broadcast over television or radio, or transmitted over the internet, or communicated in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(d) The Initial Purchaser agrees that, in connection with Exempt Resales, they will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, Eligible Purchasers. The Initial Purchaser further agrees that they will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from Eligible Purchasers that the Initial Purchaser reasonably believes are (i) QIBs (ii) Accredited Institutions who make the representations contained in, and execute and return to the Initial Purchaser, a certificate in the form of Annex A attached to the Offering Circular and (iii) persons outside the United States in offshore transactions meeting the requirements of Regulation S, in each case, that agree that (A) the Series A Notes purch...
