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 to the Issuer, the Company and the Guarantors that as of the date hereof and as of the Closing Date:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser proposes to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company 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, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to Holdings as follows:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants to, and agrees with the Company that the Initial Purchaser (i) is an institutional "accredited investor" (as defined in Regulation D) with such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Securities; (ii) is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Securities, (iv) has not and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (v) has and will solicit offers for the Securities only from, and will offer, sell or deliver the Securities, as part of their initial offering, only to persons in the United States it reasonably believes to be QIBs to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A 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 Purchaser that each such account
Representations and Warranties of the Initial Purchaser. The Initial ------------------------------------------------------- Purchaser represents and warrants to the Company that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Issuers:
Representations and Warranties of the Initial Purchaser. (a) Neither the Initial Purchaser nor any affiliate (as defined in Regulation D) of the Initial Purchaser nor anyone acting on their behalf has, directly or indirectly, sold or offered, or attempted to offer or sell, or solicited any offers to buy, or otherwise approached or negotiated in respect of, any of the Purchased Notes and neither the Initial Purchaser nor any of its affiliates will do any of the foregoing.
