Common use of Representations, Warranties and Agreements of the Company and the Guarantors Clause in Contracts

Representations, Warranties and Agreements of the Company and the Guarantors. The Company and each of the Guarantors represent and warrant to, and agree with, the Initial Purchasers that: (a) The Company will prepare an offering memorandum dated the date hereof (the "OFFERING MEMORANDUM") setting forth information concerning the Company, the Securities, the Guarantees and the Registration Rights Agreement, in form and substance satisfactory to you. Copies of the Offering Memorandum will be delivered by the Company to you. As used in this Agreement, "OFFERING MEMORANDUM" means the Offering Memorandum as amended or supplemented, unless otherwise noted. The Offering Memorandum, as of its date, did not, and on the Closing Date the Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and each of the Guarantors make no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by the Initial Purchasers specifically for inclusion therein.

Representations, Warranties and Agreements of the Company and the Guarantors. The Company and each of the Guarantors represent and represent, warrant to, to and agree with, the Initial Purchasers Purchaser that: (a) The Company will prepare and the Guarantors have prepared an offering memorandum dated the date hereof November 16, 2000 (the "OFFERING MEMORANDUMOffering Memorandum") setting forth information concerning the Company, the SecuritiesNotes, the Guarantees and Guarantees, the Registration Rights Agreement, in form Agreement and substance satisfactory to youthe Common Stock. Copies of the Offering Memorandum will be delivered by the Company to youthe Initial Purchaser pursuant to the terms of this Agreement. As used in this Agreement, "OFFERING MEMORANDUMOffering Memorandum" means the Offering Memorandum as amended or supplemented, unless otherwise noted. The Offering Memorandum, Memorandum did not as of its date, did not, and on the Closing will not as of a Delivery Date the Offering Memorandum will not(as defined in Section 2(b)), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and each of the Guarantors make no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by the Initial Purchasers Xxxxxx Brothers Inc. specifically for inclusion therein.;

Representations, Warranties and Agreements of the Company and the Guarantors. The Company and each of the Guarantors represent and represent, warrant to, to and agree with, with the Initial Purchasers that: (a) The Company will prepare and the Guarantors have prepared a preliminary offering memorandum dated July 25, 2005 (the "Preliminary Offering Memorandum") and an offering memorandum dated the date hereof July 27, 2005 (the "OFFERING MEMORANDUMOffering Memorandum") setting forth or incorporating by reference information concerning the Company, the SecuritiesCODES, the Guarantees and Guarantees, the Registration Rights Agreement, in form Agreement and substance satisfactory to youthe Common Stock. Copies of the Offering Memorandum will be delivered by the Company to youthe Initial Purchasers pursuant to the terms of this Agreement. As used in this Agreement, "OFFERING MEMORANDUMOffering Memorandum" means the Offering Memorandum as amended or supplemented, unless otherwise noted. The Preliminary Offering Memorandum, Memorandum and the Offering Memorandum did not as of its date, did not, and on the Closing will not as of a Delivery Date the Offering Memorandum will not(as defined in Section 2(b)), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the Company and each of the Guarantors make no representation or warranty is made as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by the or on behalf of any Initial Purchasers Purchaser through Xxxxxx Brothers Inc. specifically for inclusion therein.;

Representations, Warranties and Agreements of the Company and the Guarantors. The Each of the Company and each of the Guarantors represent jointly and warrant toseverally represents, warrants to and agree agrees with, the Initial Purchasers that: (a) The Company and the Guarantors have prepared a preliminary offering memorandum dated December 12, 2003 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the "OFFERING MEMORANDUM"“Offering Memorandum”) setting forth information concerning the Company, the Guarantors, the Securities, the Guarantees Common Stock and the Registration Rights Agreement, in each case, in form and substance satisfactory to you. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be be, delivered by the Company to youthe Initial Purchasers pursuant to the terms of this Agreement. As used in this Agreement, "OFFERING MEMORANDUM" “Preliminary Offering Memorandum” or “Offering Memorandum” means the Preliminary Memorandum or Offering Memorandum Memorandum, as amended or supplementedthe case may be, unless otherwise notedincluding the Incorporated Documents (as described below). The Preliminary Offering Memorandum, as of its date, date did not, and on the Closing Date the Offering Memorandum Memorandum, as of the date hereof does not and as of any Delivery Date (as defined in Section 2(b)) will not, and any amendment or supplement thereto, will not as of its respective date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that that, the Company and each of the Guarantors make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with the written information relating to the Initial Purchasers furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein.