Common use of Company Additional Written Communications Clause in Contracts

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached hereto, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the RepresentativesRepresentative, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached hereto, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a4(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company Neither the Company, the Guarantors, nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case case, used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors, or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, representation and warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication, it being acknowledged and agreed that any such written information is as set forth in Section 8(b) hereto.

Company Additional Written Communications. The Company Neither the Company, the Guarantors, nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case case, used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors, or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, representation and warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives (which does not, for avoidance of doubt, include the Initial Purchasers) pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company None of the Vital Parties nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a)) herein. Each such communication by the Company Vital Parties or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and will not at the Closing Date will notDate, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not Neither the Company, the Guarantors nor any of their respective agents and representatives have prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and Guarantors or its their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication, which information with respect to the matters covered in clause (i) and (ii) above is specified in Section 8(b).

Company Additional Written Communications. The Company None of the Laredo Parties nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a)) herein. Each such communication by the Company Laredo Parties or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and will not at the Closing Date will notDate, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached hereto(for the avoidance of doubt, including any Road Show Communication), in each case case, used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives any Initial Purchaser expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Issuer, the Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the RepresentativesRepresentative, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Issuer, the Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or and the Initial Guarantors Issuer in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, (iii) the documents listed on Annex I and (iiiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause clauses (iii) and (iv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), ) when taken together with the Pricing Disclosure Package, did not not, as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives any Initial Purchaser through Mxxxxxx Lxxxx, or its agents, expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in any Company Additional Written Communication. Each Company Additional Written Communication does not conflict with the information contained in the Pricing Disclosure Package or any Company Additional Written Communicationand the Final Offering Memorandum.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the RepresentativesRepresentative, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this ‌ ​ ​ ​ representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Neither the Company has not nor the Guarantors have prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company, the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i) and (ii) below) a “Company Additional Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed and the documents set forth on Annex III attached heretoSchedule C, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Salenot, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives any Initial Purchaser through Barclays Capital Inc. expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, (iii) the documents listed on Annex I and (iiiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause clauses (iii) and (iv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written CommunicationPurchaser Information.

Company Additional Written Communications. The Company Neither the Company, the Guarantors nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication, it being acknowledged and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 8(b) hereof.

Company Additional Written Communications. The Company has and the Initial Guarantor have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a)) hereof. Each such communication by the Company and the Initial Guarantor or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in any Company Additional Written Communication. Each Company Additional Written Communication does not conflict with the information contained in the Pricing Disclosure Package or any Company Additional Written Communicationand the Final Offering Memorandum.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, (iii) the documents listed on Annex I and (iiiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause clauses (iii) and (iv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives Initial Purchaser expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III II attached hereto, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date and any Option Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Circular and (iii) any electronic road show or other “written communications listed on Annex III attached hereto, communications” (as defined in Rule 405 under the Securities Act) in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package Package, the Final Offering Circular or any Company Additional Written Communication.

Company Additional Written Communications. The Company Neither the Company, the Guarantors has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives any Initial Purchaser through BofAS expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, (iii) the documents listed on Annex I and (iiiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause clauses (iii) and (iv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date and at the Additional Closing Date, as the case may be, will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Neither Company nor any Acquired Business has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each No such communication by the Company Company, the Acquired Businesses or its their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not contained as of the Time of Sale, and or at the Closing Date will notcontain, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III II attached hereto, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company Neither the Company, the Guarantors nor any of their respective agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of SaleInitial Sale Time, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall . The preceding sentence does not apply to statements in or omissions from each such Company Additional Written Communication made in reliance the Disclosure Package or the Final Offering Memorandum based upon and in conformity with written information furnished to the Company or the Guarantors by any Initial Guarantors in writing by Purchaser through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser through the Representatives consists of the information described as such in the Pricing Disclosure Package or any Company Additional Written CommunicationSection 9 hereof.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached hereto(for the avoidance of doubt, including any Road Show Communication), in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives any Initial Purchaser expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company Neither the Company, the Guarantors nor any of their agents and representatives has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by or on behalf of any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication, it being understood and agreed that the only such written information consists of the information as set forth in Section 8(b) hereof.

Company Additional Written Communications. The Neither the Company nor any Guarantor has not prepared, made, used, authorized, approved or distributed anddistributed, without the prior written consent or directed their agents or representatives to do any of the Representativesforegoing, and neither the Company nor any Guarantor will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not Neither the Company, the Parent Guarantor nor any of their agents and representatives (other than the Underwriters, in their capacity as such) have prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure PackageRegistration Statement, (ii) the Final Offering Memorandum General Disclosure Package, (iii) the Prospectus, (iv) any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and listed on Schedule B hereto and (iiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a3(m). Each such communication by the Company and the Parent Guarantor or its their agents and representatives (other than the Underwriters, in their capacity as such) pursuant to clause (iiiv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing General Disclosure Package, did not as of the Time of SaleApplicable Time, and at the Closing Date Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information Underwriter Information furnished to the Company or the Initial Guarantors in writing by any Underwriter through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum Memorandum, (iii) the documents listed on Annex I and (iiiiv) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company Company, the Guarantors or its their agents and representatives pursuant to clause clauses (iii) and (iv) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a3(c). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has and the Guarantors have not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a)) hereof. Each such communication by the Company and the Guarantors or its their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.

Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other “written communications listed on Annex III attached hereto, communications” (as defined in Rule 405 under the Securities Act) in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package Package, the Final Offering Memorandum or any Company Additional Written Communication.

Company Additional Written Communications. The Neither the Company nor the Guarantors has not prepared, made, used, authorized, approved or distributed and, without the prior written consent of the Representatives, and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed on Annex III attached heretocommunications, in each case used in accordance with Section 3(a). Each such communication by the Company or its agents and representatives the Guarantors pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.