Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows:
A. Subject to Section 5(B), it will comply with the requirements of Rules 424(b) and 430D and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission relating to the Registration Statement, any Free Writing Prospectus, the Preliminary Prospectus, or the Prospectus, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Free Writing Prospectus or the Preliminary Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) the happening of any event during the period referred to in Section 5(D) which, in the judgment of the Sponsor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Companies will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.
B. Prior to the termination of the offering of the Notes, the Sponsor will not file any amendment to the Registration Statement or any amendment, supplement or revision to either the Preliminary Prospectus, any Free Writing Prospectus or to the Prospectus, unless the Sponsor has furnished the Underwriters with a copy for their review prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters shall reasonably object.
C. It has furnished or will deliver to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and docu...
Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows:
A. To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission.
B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.
C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each c...
Covenants of the Companies. From the date of this Agreement and thereafter until the expiration or termination of the Credit Facility and until the Notes and other liabilities of the Companies hereunder are paid in full:
Covenants of the Companies. From the date hereof and until the payment and performance in full of all of the Obligations, each Company jointly and severally covenants with Fidelity that:
5.1 Each Company shall preserve and maintain its corporate existence, good standing and authority to transact business in all jurisdictions where necessary for the proper conduct of its business, and shall maintain all of its properties, rights, privileges and franchises necessary or desirable in the normal conduct of its business.
5.2 Each Company shall permit Fidelity and its representatives, including any appraisers, auditors and accountants selected by Fidelity, to inspect any of the Collateral at any time during normal business hours. In addition, Fidelity shall have the right, from time to time, to perform a field examination of each Company's books and records during normal business hours. The Companies shall pay all costs associated with any such audits at the rate of $700 per day per auditor plus reasonable out-of-pocket expenses; provided, however, that the Companies' obligation to pay for any such field audits shall be limited to four field audits per annum per Company so long as no Event of Default or event or circumstance that would, with the giving of notice, the passage of time or both, constitute an Event of Default, has occurred; otherwise, no limit shall apply.
5.3 Each Company shall maintain its books and records in accordance with GAAP. Each Company shall furnish Fidelity, upon request, such information and statements as Fidelity shall request from time to time regarding such Company's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, each Company shall provide Fidelity, on or prior to the last day of each month, unaudited financial statements with respect to the prior month and, within 90 days after the end of each of such Company's fiscal years, audited annual financial statements and such certificates relating to the foregoing as Fidelity may request including, without limitation, a monthly certificate from the president and chief financial officer of such Company certifying the accuracy of such financial statements and all Borrowing Base Certificates delivered to Fidelity during such month, stating whether any Events of Default have occurred and stating in detail the nature of any such Events of Default. Any such monthly officers' certificate shall be in the form attached hereto as Exhibit B. Each Company sha...
Covenants of the Companies. Each of the Companies covenants with each U.S. Underwriter as follows:
Covenants of the Companies. Each of the Companies hereby, jointly and severally, covenants with the Investors as follows:
Covenants of the Companies. Section 7.1. Conduct of Business Pending the Initial Closing................................ 20 Section 7.2. Disclosure Documents; Stockholder Approvals.................................... 23 Section 7.3. Payment of Expenses; Fees...................................................... 24 Section 7.4. Availability of Prison Realty Common Stock..................................... 25 Section 7.5. Reporting...................................................................... 25 Section 7.6. No Solicitation of Competing Transactions...................................... 25 Section 7.7. No General Solicitation........................................................ 26
Covenants of the Companies. Each Company covenants and agrees with the Purchaser as follows:
Covenants of the Companies. Each of the Companies covenants with each Manager as follows:
Covenants of the Companies. AND SELLER 5.1 Consents of Others......................................................... 16 5.2 Seller's Efforts........................................................... 16 5.3
