Common use of Notice and Effect of Material Events Clause in Contracts

Notice and Effect of Material Events. The Company will immediately notify the Representatives and confirm such notice in writing, of prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice from the Representatives to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Pricing Disclosure Package in order that the Pricing Disclosure Package will not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and, subject to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Company will immediately notify the Representatives Representative and confirm such notice in writing, of prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice from the Representatives Representative to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives Representative or counsel for the Underwriters, to amend the Pricing Disclosure Package in order that the Pricing Disclosure Package will not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives Representative or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives Representative and, subject to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Company will immediately promptly notify the Representatives Representatives, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the offered Securities by the Underwriters Placement Agents, as evidenced by a notice in writing from the Representatives each Placement Agent to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or the Advisor which (i) make any statement in the Pricing Disclosure Package or Preliminary Offering Memorandum and the Prospectus Final Offering Memorandum false or misleading in any material respect or (ii) if are not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act Preliminary Offering Memorandum and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the ProspectusFinal Offering Memorandum. If at any In such event or if during such time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Representatives Placement Agents or counsel for the UnderwritersPlacement Agents, to amend or supplement the Pricing Disclosure Package Preliminary Offering Memorandum and the Final Offering Memorandum in order that the Pricing Disclosure Package will Offering Memorandum not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsthen existing, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Registration Statement or forthwith amend or supplement the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum by preparing and furnishing to each Placement Agent an amendment or amendments of, or a supplement or supplements to, the Preliminary Offering Memorandum and the Final Offering Memorandum (in order that form and substance satisfactory in the Prospectus reasonable opinion of counsel for the Placement Agents) so that, as so amended or supplemented, the Preliminary Offering Memorandum and the Final Offering Memorandum will not include any 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 therein, in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timePurchaser, not misleading, the Company will promptly notify the Representatives and, subject to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Company Issuer, the Guarantor or Holdings will immediately notify the Representatives each Initial Purchaser and confirm such notice in writing, of (i) any filing made by the Issuer, the Guarantor or Holdings of information relating to the Offering with any securities exchange or any other regulatory body in the United States, Luxembourg or any other jurisdiction, and (ii) prior to the completion of the placement of the Securities Notes by the Underwriters as evidenced by a notice from the Representatives to the CompanyInitial Purchasers, of any material changes in or affecting the condition, financial earnings or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise Guarantor or any of the Subsidiaries which (ix) make any statement in the Pricing Disclosure Package or the Prospectus Offering Memorandum false or misleading in any material respect respect, or (iiy) if are not disclosed in the Pricing Disclosure Package Offering Memorandum. In such event or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any if during such time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of any of the CompanyIssuer, its counselGuarantor, Holdings, the Representatives Initial Purchasers or legal counsel for the UnderwritersIssuer, Guarantor or Holdings or for the Initial Purchasers, to amend or supplement the Pricing Disclosure Package Offering Memorandum in order that the Pricing Disclosure Package will Offering Memorandum not include any 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 in the light of the circumstances under which they were madethen existing or, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessaryif, in the opinion of the Company, its counsel, the Representatives Initial Purchasers' legal counsel or legal counsel for the UnderwritersIssuer, the Guarantor or Holdings, it is necessary to amend the Registration Statement or amend or supplement the Prospectus Offering Memorandum to comply with applicable law, the Issuer will forthwith amend or supplement, at its own expense, the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in order that form and substance satisfactory in the Prospectus reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleadingmisleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the Company will promptly notify case may be, and furnish each Initial Purchaser such number of copies as such Initial Purchaser may reasonably request and each Initial Purchaser shall forthwith furnish such amendment or supplement to each party to which it has sold or intends to sell the Representatives and, subject to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionNotes.

Notice and Effect of Material Events. The Company will immediately notify the Representatives and confirm such notice in writing, of prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice from the Representatives to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Pricing Disclosure Package in order that the Pricing Disclosure Package will not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and, subject to Sections Section 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Company will immediately notify the Representatives Underwriter and confirm such notice in writing, of prior to the completion of the placement of the Securities by the Underwriters Underwriter as evidenced by a notice from the Representatives Underwriter to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend the Pricing Disclosure Package in order that the Pricing Disclosure Package will not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, its counsel, the Representatives Underwriter or counsel for the UnderwritersUnderwriter, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters Underwriter such number of copies of such amendment or supplement as the Underwriters Underwriter may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives Underwriter and, subject to Sections Section 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Company will immediately notify the Representatives each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Underwriters Initial Purchasers as evidenced by a notice in writing from the Representatives Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operationsearnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package, any Offering Memorandum or any Supplemental Offering Materials false or misleading or (ii) are not disclosed in the Disclosure Package or the Prospectus false Offering Memorandum. In such event or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any during such time prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Representatives Initial Purchasers or counsel for the UnderwritersInitial Purchasers, to amend or supplement the Pricing Disclosure Package Offering Memorandum in order that the Pricing Disclosure Package will Offering Memorandum not include any 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 in the light of the circumstances under which they were madethen existing, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Company, at its counselown expense, the Representatives or counsel for the Underwriters, to amend the Registration Statement or shall forthwith amend or supplement the Prospectus Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in order that form and substance satisfactory in the Prospectus reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include any 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 therein, in the light of the circumstances existing at the time it is delivered to a purchaserSubsequent Purchaser, not misleading. Following the consummation of the Exchange Offer or if it shall be necessarythe effectiveness of an applicable shelf registration statement and for so long as the Securities are outstanding, if, in the opinion judgment of the Representative, the Initial Purchasers or any of their affiliates (as such counselterm is defined in the 0000 Xxx) are required to deliver a prospectus in connection with sales of, at any such time or market-making activities with respect to, the Securities, the Company and the Guarantors agree to periodically amend the Registration Statement or to file a new applicable registration statement or amend or supplement so that the Prospectus in order to comply information contained therein complies with the requirements of Section 10 of the 1933 Act or Act, to amend the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new applicable registration statement or supplement the Prospectus comply with such requirements, related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the Company prospectus will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at not contain any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timeexisting as of the date the prospectus is so delivered, not misleadingmisleading and to provide the Initial Purchasers with copies of each amendment or supplement filed and such other documents as the Initial Purchasers may reasonably request. The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 7 and 8 hereof are specifically applicable and relate to each offering memorandum, the Company will promptly notify the Representatives andregistration statement, subject prospectus, amendment or supplement referred to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionin this Section 3.

Notice and Effect of Material Events. The Company will immediately notify the Representatives and confirm such notice in writing, of prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice from the Representatives to the Company, any material changes in or affecting the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) if not disclosed in the Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations, the 1939 Act and the 1933 1939 Act Regulations and the 1934 Act and the 1934 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time prior Prior to the Closing Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion completion of the Company, its counsel, distribution of the Representatives or counsel for Securities by the Underwriters, to amend the Pricing Disclosure Package in order that the Pricing Disclosure Package will not include any 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 in the light of the circumstances under which they were made, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare immediately notify the Representative, and file confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the CommissionUnited States, subject and (y) any event or condition that results or is reasonably likely to Section 3(b)result in a Material Adverse Change, such amendment or supplement as may be necessary to correct such which (i) makes any statement or omission or to make in the Pricing Registration Statement, the Disclosure Package comply with such requirementsor the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, and the Company will furnish to Disclosure Package or the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably requestProspectus. If If, at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist exists as a result of which it is necessary, in the reasonable opinion of the Company, its counsel, the Representatives Representative or counsel for to the Underwriters, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any 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 in the light of the circumstances existing at the time it is delivered to a purchaserpurchasers, or if for any other reason it shall be necessary, in the reasonable opinion of such the Company, its counsel, at any the Representative or counsel to the Underwriters, during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement such preliminary prospectus or the CommissionProspectus, subject to Section 3(b3(e), such amendment or supplement so as may be necessary to correct such untrue statement or omission or to make the Registration Statement, effect such new registration statement or the Prospectus comply with such requirementscompliance, and the Company will furnish to the Underwriters each Underwriter such number of written and electronic copies of such amendment or supplement as the Underwriters such Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement, Statement or any prospectus supplement other registration statement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and, subject to Sections 3(j) Representative and 3(k), will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.