Representations and Warranties With Respect to the Initial Purchasers. 6 SECTION 5.1 Securities Laws; Transfer Restrictions 6
Representations and Warranties With Respect to the Initial Purchasers. Each Initial Purchaser severally and, unless otherwise agreed, not jointly, covenants with the Indenture Parties and the Company that (i) it, its Affiliates and each person acting on its or their behalf will not solicit offers to purchase, or offer or sell, Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, (ii) it, its Affiliates and each person acting on its or their behalf will solicit offers for such Notes only from, and will offer such Notes only to, persons that it reasonably believes to be (A) both Qualified Institutional Buyers and Qualified Purchasers purchasing for their own account or for the account of Qualified Institutional Buyers/Qualified Purchasers as to which the purchasers exercise sole investment discretion, in transactions meeting the requirements of Rule 144A and (B) in purchasing such Notes, be able to (and be deemed to) have represented and agreed as provided in the Offering Memorandum under the captions "Notice to Investors" and "Purchase and Transfer Restrictions", and (iii) such Initial Purchaser, its Affiliates and each person acting on its or their behalf has not given, and will not give, any written information and has not made, or will not make, any representations in connection with any offer and sale of Notes other than those contained in the Offering Memorandum for such Notes. Each Initial Purchaser severally and, unless otherwise agreed, not jointly, represents, warrants, and agrees that: such Initial Purchaser understands that no action has been or will be taken in any jurisdiction by the Issuer or the Company that would permit a public offering of the Notes, or possession or distribution of any Offering Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required; such Initial Purchaser, its Affiliates and each person acting on its or their behalf understand that the Notes have not been registered under the Securities Act and may not be offered or sold except in accordance with Rule 144A under the Securities Act; such Initial Purchaser, its Affiliates and each person acting on its or their behalf, have not and will not take any action that would permit a public offering of the Notes, or possession or distribution of any offering material in relation t...
Representations and Warranties With Respect to the Initial Purchasers
