Representations, Warranties and Covenants of the Initial Purchasers. Each Initial Purchaser represents and warrants and covenants to the Issuer that:
(a) Such Initial Purchaser is an Institutional Accredited Investor.
(b) Such Initial Purchaser severally acknowledges that the Notes have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Act. Such Initial Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A or to Institutional Accredited Investors. Accordingly, neither such Initial Purchaser nor its Affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Initial Purchaser, its Affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Such Initial Purchaser will not offer or sell, and has not offered or sold any Notes except (x) within the United States to persons reasonably believed by it to be (i) Qualified Institutional Buyers in reliance on the exemption from registration provided by Rule 144A or (ii) Institutional Accredited Investors and (y) to certain non-U.S. persons outside the United States within the meaning of, and in compliance with, Regulation S. Such Initial Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice (which notice may be contained in the Preliminary Offering Memorandum) to substantially the following effect: "The Series 2006-1 Notes are being transferred to the purchaser in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that, if in the future the purchaser decides to resell, pledge or otherwise transfer any Series 2006-1 Notes, such Series 2006-1 Notes may be resold, pledged or transferred only in accordance wi...
Representations, Warranties and Covenants of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly represents, warrants and covenants to the Company and agrees that:
(a) Such 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 Units.
(b) Such Initial Purchaser is not acquiring the Units with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction.
(c) No form of general solicitation or general advertising has been or will be used by either of the Initial Purchasers or any of their representatives in connection with the offer and sale of any of the Units, 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 any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(d) Each of the Initial Purchasers agrees that (A) that they will offer to sell the Units only to, and will solicit offers to buy the Units only from QIBs who in purchasing such Units will be deemed to have represented and agreed 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 and (B) that such QIBs will acknowledge and agree that such Units will not have been registered under the Securities Act and may be resold, pledged or otherwise transferred only (x)
(I) to a person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (II) in a transaction meeting the requirements of Rule 144, (III) outside the United States to a person that is not a U.S. Person (as defined in Rule 902 under the Securities Act) in an offshore transaction meeting the requirements of Rule 904 under the Securities Act, (IV) to an institutional "Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that, prior to such transfer, furnishes to the Trustee and Warrant Agent a signed letter containing certain representations and agreements relating to the Units, Notes and Warrants (the form of such letter can be obtained from the Trustee or Warrant Agent), or (V) in accordance with another exemption from the registration requirements of the Securities...
Representations, Warranties and Covenants of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Guarantors that:
(a) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto.
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States.
(c) It is an "accredited investor" within the meaning of Regulation D.
Representations, Warranties and Covenants of the Initial Purchasers. Each of the Initial Purchasers represents, warrants and covenants to observe the following procedures in connection with the offer and sale of the Securities:
(i) Offers and Sales Only to Qualified Institutional Buyers. Each Initial Purchaser understands that no action has been taken in any jurisdiction by the Issuers that would permit a public offering of the Securities in any jurisdiction where action would be required for such purpose. Each Initial Purchaser represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver any of the Securities in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in any such jurisdiction (other than in the United States). Each such offer or sale shall only be made (A) to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers (as defined in Rule 144A under the 1933 Act) or (B) to non-U.S. persons outside the United States (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for beneficial owners (other than an estate or trust) that are non-U.S. persons) to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the 1933 Act and applicable securities legislation of the relevant jurisdiction.
Representations, Warranties and Covenants of the Initial Purchasers. The Initial Purchasers represents and warrants and covenants to the Issuer that:
(a) Each Initial Purchaser is an institutional “accredited investor” (“Institutional Accredited Investor”), as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D of the Act.
(b) Each Initial Purchaser acknowledges that the Notes have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes only (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A pursuant to an exemption from the registration requirements of the Act. Accordingly, neither each Initial Purchaser nor its Affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and each Initial Purchaser, its Affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S, Rule 144A and will otherwise only offer and sell the Notes pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser will not offer or sell, and has not offered or sold any Notes except (x) within the United States to persons reasonably believed by it to be Qualified Institutional Buyers in reliance on the exemption from registration provided by Rule 144A and (y) to certain non-U.S. persons outside the United States within the meaning of, and in compliance with, Regulation S. Each Initial Purchaser agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, each Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice (which notice may be contained in the Preliminary Offering Memorandum) to substantially the following effect: “The Series 2014-2 Notes are being transferred to the purchaser in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that, if in the future ...
Representations, Warranties and Covenants of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Subsidiary Guarantors that:
(a) It has not offered or sold, and will not offer or sell, any Securities except to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such 11 sale is being made in reliance on Rule 144A under the Act; or in accordance with the restrictions set forth in Exhibit A hereto.
(b) Neither it, its Affiliates nor any person acting on its or their behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D).
(c) It is an "accredited investor" within the meaning of Regulation D under the Act.
Representations, Warranties and Covenants of the Initial Purchasers. Each Initial Purchaser represents and warrants to the Issuer that:
(a) Such Initial Purchaser is a Qualified Institutional Buyer.
(b) Such Initial Purchaser will not offer or sell, and has not offered or sold any Notes except (x) within the United States to Persons reasonably believed by it to be (i) Qualified Institutional Buyers in reliance on the exemption from registration provided by Rule 144A or (ii) Institutional Accredited Investors and (y) to certain non-U.S. Persons outside the United States within the meaning of, and in compliance with, Regulation S.
(c) Such Initial Purchaser has not engaged in any form of general solicitation or general advertising in connection with the offering or sale of the Notes (as those terms are used in Regulation D under the Act).
(d) Such Initial Purchaser represents that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church or non-U.S. plan which is subject to any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Notes or any interest therein constitutes the assets of any Plan or such a governmental, church or non-U.S. plan; or (2) (A) the acquisition, holding and disposition of the Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. plan, a violation of any similar federal, state, local or non-U.S. law) and (B) the Notes are rated investment grade or better and such Person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Notes; and (b) it will not sell or otherwise transfer the Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding and disposition of the Notes to the same effect as the purchaser’s representation and agreement set forth in this sentence (which representation and agreement may be effected through the deemed representation to such effect contained in the Preliminary Offering Memorandum and in the Offering Memorandum).
(e) Such Initial Purchaser will not offer or sell any Note except on the terms contemplated by the Offering Memorandum.
(...
Representations, Warranties and Covenants of the Initial Purchasers. 20
(1) TAL ADVANTAGE V LLC, a Delaware limited liability company, as issuer under the Indenture (defined below) and the Series 2014-3 Supplement (defined below) (together with its successors and permitted assigns, the “Issuer”);
(2) TAL INTERNATIONAL CONTAINER CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Manager”);
(3) RBC CAPITAL MARKETS, LLC, a Minnesota limited liability company, as an Initial Purchaser (together with its successors and assigns, “RBC”);
(4) MERRXXX XXXCH, PIERCE, FENNXX & XMITX XXXORPORATED, a Delaware corporation, as an Initial Purchaser (together with its successors and assigns, “MLPFS”);
(5) WELLX XXXGO SECURITIES, LLC, a Delaware limited liability company, as an Initial Purchaser (together with its successors and assigns, “WFS”);
(6) ABN AMRO SECURITIES (USA) LLC, a Delaware limited liability company, as an Initial Purchaser (together with its successors and assigns, “ABN”);
(7) NOMURA SECURITIES INTERNATIONAL, INC. a New York corporation, as an Initial Purchaser (together with its successors and assigns, “NSI”); and
(8) MIZUHO SECURITIES USA INC., a Delaware corporation, as an Initial Purchaser (together with its successors and assigns, “MSU”, and, collectively with RBC, MLPFS, WFS, ABN and NSI, the “Initial Purchasers”).
Representations, Warranties and Covenants of the Initial Purchasers. 20 SECTION 10. Indemnification and Contribution 22 SECTION 11. Survival; Scope of Liability 25 SECTION 12. Termination 25 SECTION 13. Supplied Information 26 SECTION 14. Notices 26 SECTION 15. Successors 27 SECTION 16. Counterparts 27 SECTION 17. Governing Law 27 SECTION 18. Submission to Jurisdiction 27 SECTION 19. Waiver of Jury Trial 28 SECTION 20. Negotiations 28 SECTION 21. Amendments, Etc 28 SECTION 22. Severability of Provisions 28 SECTION 23. No Waiver; Cumulative Remedies 28 SECTION 24. Integration 28 SECTION 25. Nonpetition Covenant 28
Representations, Warranties and Covenants of the Initial Purchasers. (a) United Kingdom Selling Restrictions. Each Initial Purchaser agrees that:
(i) it has not offered or sold and, prior to the expiry of the period of six months from the issue date of the Securities, will not offer to sell any Securities to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order of 1996 as amended, or is a person to whom such document may otherwise lawfully be issued or pass on; and
(iii) it has complied and will comply with all applicable provisions of the Financial Services Act with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom
