SECURITIES REPRESENTATIONS BY THE ORIGINAL NOTES PURCHASERS Clause Samples

SECURITIES REPRESENTATIONS BY THE ORIGINAL NOTES PURCHASERS. Each Original Notes Purchaser severally and not jointly represents and warrants to, and agrees with, the Company as of the Closing Date that: (a) it is either (i) a “qualified institutional buyer” as defined in Rule 144A, (ii) an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7), (9), (12) or (13) of Regulation D under the U.S. Securities Act or (iii) a non-U.S. person (as such term is defined in Regulation S) and will not acquire the Notes for the account or benefit of any U.S. person (as such term is defined in Regulation S); (b) it is acquiring the Notes for its own account or accounts for which it is acting (if any), for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the U.S. Securities Act; (c) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and it is able and prepared to bear the economic risk of its investment in the Notes; (d) it (i) understands that such Notes have not been registered under the U.S. Securities Act and the Notes are being issued in transactions exempt from the registration requirements of the U.S. Securities Act and (ii) agrees that all or any part of such Notes may not be offered or sold except pursuant to effective registration statements under the U.S. Securities Act or pursuant to applicable exemptions from the registration requirements under the U.S. Securities Act and in compliance with applicable state laws; (e) it understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Original Notes Purchaser) promulgated under the U.S. Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts; (f) it did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Original Notes Purchasers in connection with the Notes except as otherwise provided for in the Finance Documents; and (g) either: (i) the source of funds to be used by such Original Notes Purchaser to pay the purchase price for the Notes does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans o...