Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Underwriter that:
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:
(a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.
(b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), consi...
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Underwriter as of the date hereof and at the Closing Date (or such other date as is expressly stated herein) that:
Representations and Warranties of the Company and the Guarantors. As of the date hereof and as of the Closing Date, the Company and the Guarantors, jointly and severally, represent and warrant to, and agree with each Initial Purchaser, that:
Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent and warrant to each of the Underwriters as of the date hereof and as of the Closing Date as follows:
(a) A registration statement on Form S-1 (File No. 333-112680) with respect to the Securities has been prepared by the Company and the Guarantors in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the Rules and Regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made within the time period and in the manner required by Rule 424(b).
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, the several Underwriters that:
(a) The Company has filed with the Commission a registration statement on Form S-3 (No. 333-201927-05), as amended by Post-Effective Amendment No. 1 thereto, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement, as amended by Post-Effective Amendment No. 1 thereto, in the form then filed with the Commission, including any further amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors represents and warrants to each of the Holders as follows:
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, the several Underwriters that:
(a) The Company has filed with the Commission a registration statement on Form S-3 (No. 333-222683-05), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any further amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that as of the date hereof and as of the Closing Date (references in this Section 3 to the “Offering Memorandum” are to (x) the Time of Sale Information in the case of representations and warranties made as of the date hereof and (y) the Offering Memorandum in the case of representations and warranties made as of the Closing Date):
