Common use of Representations, Warranties and Agreements of the Initial Purchasers Clause in Contracts

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and an accredited investor within the meaning of Rule 501(a) of Regulation D; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the 1933 Act and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A under the 1933 Act. (b) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) above, and each Initial Purchaser hereby consents to such reliance. (c) Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Schedule C or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by such Initial Purchaser and approved by the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial PurchaserPurchaser represents and warrants to, severally and not jointly, represents, warrants and agrees that: with, the Company that it (i) it is purchasing the Securities pursuant to a “qualified institutional buyer” within the meaning of Rule 144A private sale exempt from registration under the 1933 Securities Act and an accredited investor within without the meaning intent to distribute the Securities in violation of Rule 501(a) of Regulation D; the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the 1933 Act; and Securities Act and (iii) it has not solicited will solicit offers for, or offered or soldfor the Securities only from, and will not solicit offers foroffer, sell or offer or selldeliver the Securities, the Securities as part of their its initial offering except offering, only to persons whom it reasonably believes to be QIBs in transactions pursuant QIBs, 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 Rule 144A under the 1933 Act and in connection with it that each such saleaccount is a QIB, it to whom notice has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware been given that such sale or delivery is being made in reliance on Rule 144A 144A, in each case, in transactions under the 1933 Act.Rule 144A. (b) Each Initial Purchaser acknowledges Purchaser, severally and not jointly, represents, warrants and agrees with respect to offers and sales of Securities outside the United States that it understands that no action has been or will be taken in any jurisdiction by the Company and, for purposes that would permit a public offering of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) above, and each Initial Purchaser hereby consents to such reliance. (c) Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer toSecurities, or participate in the planning for use of, any written communication that constitutes an offer to sell possession or the solicitation distribution of an offer to buy the Securities other than (i) either the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering MemorandumMemorandum or any other offering or publicity material relating to the Securities, (iii) in any written communication listed on Schedule C country or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by jurisdiction where action for that purpose is required; and such Initial Purchaser will comply with all applicable laws and approved by regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes either the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package Preliminary Memorandum or the Offering MemorandumMemorandum or any such other material, in all cases at its own expense.

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a “qualified institutional buyer” buyer within the meaning of Rule 144A under the 1933 Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except except: (A) to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the 1933 Act and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A under the 1933 Act; or (B) in accordance with the restrictions set forth in Annex A hereto. (b) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) aboveabove (including Annex A hereto), and each Initial Purchaser hereby consents to such reliance. (c) Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Schedule C or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by such Initial Purchaser and approved by the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the preliminary or final terms of the Securities or their offering and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial PurchaserPurchaser represents and warrants to, severally and not jointly, represents, warrants and agrees that: with the Company that it (i) it is purchasing the Securities pursuant to a “qualified institutional buyer” within the meaning of Rule 144A private sale exempt from registration under the 1933 Securities Act and an accredited investor within without the meaning intent to distribute the Securities in violation of Rule 501(a) of Regulation D; the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the 1933 Act; and Securities Act and (iii) it has not solicited will solicit offers for, or offered or soldfor the Securities only from, and will not solicit offers foroffer, sell or offer or selldeliver the Securities, the Securities as part of their its initial offering except offering, only to persons whom it reasonably believes to be QIBs in transactions pursuant QIBs, 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 Rule 144A under the 1933 Act and in connection with it that each such saleaccount is a QIB, it to whom notice has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware been given that such sale or delivery is being made in reliance on Rule 144A 144A, in each case, in transactions under the 1933 Act.Rule 144A. (b) Each Initial Purchaser acknowledges Purchaser, severally and not jointly, represents, warrants and agrees with respect to offers and sales of Securities outside the United States that it understands that no action has been or will be taken in any jurisdiction by the Company and, for purposes that would permit a public offering of the “no registration” opinions to be delivered Securities, or possession or distribution of either the Preliminary Memorandum or the Offering Memorandum or any other offering or publicity material relating to the Initial Purchasers pursuant to Sections 5(c) Securities, in any country or jurisdiction where action for that purpose is required; and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) above, and each such Initial Purchaser hereby consents to will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes either the Preliminary Memorandum or the Offering Memorandum or any such relianceother material, in all cases at its own expense. (c) Each of the Initial Purchaser hereby represents Purchasers, severally and not jointly, represents, warrants and agrees that (i) it has and each of its affiliates have not offered or sold and will not use, authorize use of, refer to, offer or participate sell any of the CODES to persons in the planning United Kingdom prior to the expiration of the period of six months from the original issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for use of, any written communication that constitutes purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to sell or the solicitation public in the United Kingdom within the meaning of an offer to buy the Public Offers of Securities other than Regulations 1995 (i) the Preliminary Offering Memorandum and the Offering Memorandum, as amended); (ii) it and each of its affiliates have only communicated or caused to be communicated and will only communicate or cause to be communicated any written communication that contains either invitation or inducement to engage in investment activity (awithin the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) no “issuer information” (as defined received by them in Rule 433(h)(2connection with the issue or sale of any of the CODES in circumstances in which Section 21(1) under of the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in FSMA does not apply to the General Disclosure Package Company or the Offering Memorandum, Subsidiary Guarantors; and (iii) any written communication listed on Schedule C or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by such Initial Purchaser it and approved by the Company each of its affiliates have complied and the Representative in advance in writing or (v) any written communication relating to or that contains the terms will comply with all applicable provisions of the Securities and/or other information that was included (including through incorporation FSMA with respect to anything done by reference) them in relation to the General Disclosure Package CODES in, from or otherwise involving the Offering MemorandumUnited Kingdom.

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a “qualified institutional buyer” buyer within the meaning of Rule 144A under the 1933 Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the 1933 Act and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A under the 1933 Act; or (B) in accordance with the restrictions set forth in Annex A hereto. (b) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) aboveabove (including Annex A hereto), and each Initial Purchaser hereby consents to such reliance. (c) Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Schedule C or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by such Initial Purchaser and approved by the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.

Representations, Warranties and Agreements of the Initial Purchasers. (a) Each Initial PurchaserPurchaser represents and warrants to, severally and not jointly, represents, warrants and agrees that: with the Company that it (i) it is purchasing the Securities pursuant to a “qualified institutional buyer” within the meaning of Rule 144A private sale exempt from registration under the 1933 Securities Act and an accredited investor within without the meaning intent to distribute the Securities in violation of Rule 501(a) of Regulation D; the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the 1933 Act; and Securities Act and (iii) it has not solicited will solicit offers for, or offered or soldfor the Securities only from, and will not solicit offers foroffer, sell or offer or selldeliver the Securities, the Securities as part of their its initial offering except offering, only to persons whom it reasonably believes believe to be QIBs in transactions pursuant QIBs, 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 Rule 144A under the 1933 Act and in connection with it that each such saleaccount is a QIB, it to whom notice has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware been given that such sale or delivery is being made in reliance on Rule 144A 144A, in each case, in transactions under the 1933 Act.Rule 144A. (b) Each Initial Purchaser acknowledges Purchaser, severally and not jointly, represents, warrants and agrees with respect to offers and sales of Securities outside the United States that it understands that no action has been or will be taken in any jurisdiction by the Company and, for purposes that would permit a public offering of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(e), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (a) above, and each Initial Purchaser hereby consents to such reliance. (c) Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer toSecurities, or participate in the planning for use of, any written communication that constitutes an offer to sell possession or the solicitation distribution of an offer to buy the Securities other than (i) either the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering MemorandumMemorandum or any other offering or publicity material relating to the Securities, (iii) in any written communication listed on Schedule C country or prepared pursuant to Section 3(a) (including any electronic road show) above, (iv) any written communication prepared by jurisdiction where action for that purpose is required; and such Initial Purchaser will comply with all applicable laws and approved by regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes either the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package Preliminary Memorandum or the Offering MemorandumMemorandum or any such other material, in all cases at its own expense.