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

Notice and Effect of Material Events. The Offerors will immediately notify the Underwriters, and confirm such notice in writing, of (i) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (ii) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, any Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters or counsel to the Underwriters, to amend or supplement the Prospectus in order that the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus by preparing and furnishing to the Underwriters an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading.

Notice and Effect of Material Events. The Offerors will immediately notify the Underwriters, and confirm such notice in writing, of (ix) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (iiy) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, any Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters or counsel to the Underwriters, to amend or supplement the Prospectus in order that the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus by preparing and furnishing to the Underwriters an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, or the Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus Supplement. The Operating Partnership shall immediately notify the Underwriterseach Underwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors Operating Partnership of information relating to the offering of the Preferred Securities Notes with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior at any time when a prospectus is required by the 1933 Act to the completion be delivered in connection with sales of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsNotes, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any Simon Entity or Property Partnership which (i) makes make any statement in the Prospectus Supplement false or misleading or (ii) is are not disclosed in the ProspectusProspectus Supplement. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the CompanyOperating Partnership, its counsel or counsel, the Underwriters or counsel to for the Underwriters, to amend the Registration Statement or to amend or supplement the preliminary prospectus supplement or the Prospectus Supplement in order that the preliminary prospectus supplement or the Prospectus Supplement not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time delivered to a purchaser, the Company will Operating Partnership shall forthwith amend or supplement the Registration Statement, the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, by preparing and furnishing to the Underwriters each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement or the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement or the preliminary prospectus supplement or the Prospectus will Supplement, as the case may be, shall not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus supplement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement 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 (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus supplement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus supplement to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Offerors will immediately notify the Underwriters, and confirm such notice in writing, of (ix) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (iiy) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, any Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters or counsel to the Underwriters, to amend or supplement the Final Prospectus in order that the Final Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Prospectus by preparing and furnishing to the Underwriters an amendment or amendments of, or a supplement or supplements to, the Final Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Final Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Company will immediately notify the Underwriterseach Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred Securities by the Underwriters Initial Purchasers as evidenced by a notice in writing from Mexxxxx Xyxxx xn behalf of the Underwriters Initial Purchasers to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings or business affairs of the Company and its respective subsidiaries considered as one enterprise which (i) makes make any statement in the Prospectus Offering Memorandum false or misleading or (ii) is are not disclosed in the ProspectusOffering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchasers or counsel to for the UnderwritersInitial Purchasers, to amend or supplement the Prospectus Offering Memorandum in order that the Prospectus Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Offering Memorandum by preparing and furnishing to the Underwriters each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchasers) so that, as so amended or supplemented, the Prospectus Offering Memorandum will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.. (c)

Notice and Effect of Material Events. The Offerors Company will immediately notify the Underwriterseach Underwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries considered as one enterprise which (i) makes make any statement in the Prospectus false or misleading or (ii) is are not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters or counsel to for the Underwriters, to amend or supplement the Prospectus in order that the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus by preparing and furnishing to the Underwriters each Underwriter an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus Supplement. The Operating Partnership shall immediately notify the Underwriterseach Underwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors Operating Partnership of information relating to the offering of the Preferred Securities Notes with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior at any time when a prospectus is required by the 1933 Act to the completion be delivered in connection with sales of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsNotes, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any Simon Entity or Property Partnership which (i) makes make any statement in the Prospectus Supplement false or misleading or (ii) is are not disclosed in the ProspectusProspectus Supplement. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the CompanyOperating Partnership, its counsel or counsel, the Underwriters or counsel to for the Underwriters, to amend the Registration Statement or to amend or supplement the preliminary prospectus supplement or the Prospectus Supplement in order that the preliminary prospectus supplement or the Prospectus Supplement not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time delivered to a purchaser, the Company will Operating Partnership shall forthwith amend or supplement the Registration Statement, the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, by preparing and furnishing to the Underwriters each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement or the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement or the preliminary prospectus supplement or the Prospectus will Supplement, as the case may be, shall not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus supplement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement 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 (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus supplement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus supplement to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Offerors Company will immediately promptly notify the UnderwritersInitial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction for six months from the date of this Agreement, and (iiy) prior to the completion of the distribution deposit of the Preferred Securities by the Underwriters Initial Purchaser as evidenced by a notice in writing from the Underwriters Initial Purchaser to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries which (i) makes make any statement in the Prospectus Offering Circular false or misleading or (ii) is are not disclosed in the ProspectusOffering Circular. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchaser or counsel to for the UnderwritersInitial Purchaser, to amend or supplement the Prospectus Offering Circular in order that the Prospectus Offering Circular not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Offering Circular by preparing and furnishing to the Underwriters Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Circular (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchaser) so that, as so amended or supplemented, the Prospectus Offering Circular will not include an 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 existing at the time it is delivered to a subsequent purchaserthe Trust, not misleading.

Notice and Effect of Material Events. The Offerors Company will immediately promptly notify the UnderwritersPurchaser, and confirm such notice in writing, of (i) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (ii) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, States or any Material Adverse Effectother jurisdiction, which (i) makes make any statement in the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum false or misleading or (ii) is are not disclosed in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Purchaser or counsel to for the UnderwritersPurchaser, to amend or supplement the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum in order that the Prospectus Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum by preparing and furnishing to the Underwriters Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersPurchaser) so that, as so amended or supplemented, the Prospectus Preliminary Offering Memorandum and the Final Offering Memorandum will not include an 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 existing at the time it is delivered to a subsequent purchaserPurchaser, not misleading.

Notice and Effect of Material Events. The Offerors Company will immediately notify the Underwriterseach Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities Notes with any securities exchange or any other securities regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred Securities Notes by the Underwriters Initial Purchasers as evidenced by a notice in writing from the Underwriters Initial Purchasers to the OfferorsCompany in writing, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business or business prospects of the Company and its subsidiaries considered as one enterprise which (i) makes make any statement in the Prospectus Offering Circular false or misleading or (ii) is are not disclosed in the ProspectusOffering Circular. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchasers or counsel to for the UnderwritersInitial Purchasers, to amend or supplement the Prospectus Offering Circular in order that the Prospectus Offering Circular not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Offering Circular by preparing and furnishing to the Underwriters each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Circular (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchasers) so that, as so amended or supplemented, the Prospectus Offering Circular will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors will immediately notify the Underwriters, and confirm such notice in writing, of (i) any filing made by either of the Offerors of information relating to the offering of the Preferred Securities with any securities exchange exchange, automated quotation system or any other regulatory body in the United States, and (ii) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, any Material Adverse Effect, which (iA) makes any statement in the Prospectus false or misleading or (iiB) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters or counsel to the Underwriters, to amend or supplement the Prospectus in order that the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus by preparing and furnishing to the Underwriters for their review and approval, and once such approval has been granted, filing with the Commission an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, or the Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Trust, through the Trust's Agent, will immediately notify the UnderwritersInitial Purchaser, and confirm such notice in writing, of (i) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (ii) writing prior to the completion of the distribution placement of the Preferred Securities Class A Trust Certificates by the Underwriters Initial Purchaser as evidenced by a notice in writing from the Underwriters Initial Purchaser to the OfferorsTrustee and Trust's Agent, of any Material Adverse Effect, material changes in or affecting the Trust which (i) makes make any statement in the Prospectus Offering Circular false or misleading or (ii) is are not disclosed in the ProspectusOffering Circular. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, Initial Purchaser or its counsel or the Underwriters or counsel to the Underwriterscounsel, to amend or supplement the Prospectus Offering Circular in order that the Prospectus Offering Circular not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company Trust, through the Trust's Agent, will forthwith amend or supplement the Prospectus Offering Circular by preparing and furnishing to the Underwriters Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Circular (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchaser) so that, as so amended or supplemented, the Prospectus Offering Circular will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Company will immediately promptly notify each Initial Purchaser, and, if requested by the UnderwritersRepresentative, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred offered Securities by the Underwriters Initial Purchasers as evidenced by a notice in writing from the Underwriters Initial Purchasers to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) makes make any statement in the Prospectus Offering Memorandum false or misleading or (ii) is are not disclosed in the ProspectusOffering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchasers or counsel to for the UnderwritersInitial Purchasers, to amend or supplement the Prospectus Offering Memorandum in order that the Prospectus Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Offering Memorandum by preparing and furnishing to the Underwriters each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchasers) so that, as so amended or supplemented, the Prospectus Offering Memorandum will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors will immediately notify the UnderwritersUnderwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (iiy) prior to the completion of the distribution of the Preferred Securities by the Underwriters Underwriter as evidenced by a notice in writing from the Underwriters Underwriter to the Offerors, any Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters Underwriter or counsel to the UnderwritersUnderwriter, to amend or supplement the final Prospectus in order that the final Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the final Prospectus by preparing and furnishing to the Underwriters Underwriter an amendment or amendments of, or a supplement or supplements to, the final Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersUnderwriter) so that, as so amended or supplemented, the final Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors So long as the Securities are outstanding, the Company, as promptly as possible, will immediately notify the Underwriters, and confirm such notice in writing, each Initial Purchaser of (i) any public filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (ii) prior to the completion of the distribution placement of the Preferred Securities Notes by the Underwriters Initial Purchasers as evidenced by a notice in writing from the Underwriters Initial Purchasers to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (iA) makes make any statement in the Prospectus Offering Circular false or misleading misleading, or (iiB) is are not disclosed in the ProspectusOffering Circular. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchasers or counsel to for the UnderwritersInitial Purchasers, to amend or supplement the Prospectus Final Offering Circular in order that the Prospectus Final Offering Circular not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Final Offering Circular by preparing and furnishing to the Underwriters each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Final Offering Circular (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchasers) so that, as so amended or supplemented, the Prospectus Final Offering Circular will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus Supplement. The Operating Partnership shall immediately notify the Underwriterseach Underwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors Operating Partnership of information relating to the offering of the Preferred Securities Notes with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior at any time when a prospectus is required by the 1933 Act to the completion be delivered in connection with sales of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsNotes, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any Simon Entity or Property Partnership which (i) makes make any statement in the Prospectus Supplement false or misleading or (ii) is are not disclosed in the ProspectusProspectus Supplement. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the CompanyOperating Partnership, its counsel or counsel, the Underwriters or counsel to for the Underwriters, to amend the Registration Statement or to amend or supplement the preliminary prospectus supplement or the Prospectus Supplement in order that the preliminary prospectus supplement or the Prospectus Supplement not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time delivered to a purchaser, the Company will Operating Partnership shall forthwith amend or supplement the Registration Statement, the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, by preparing and furnishing to the Underwriters each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement or the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement or the preliminary prospectus supplement or the Prospectus will Supplement, as the case may be, shall not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus supplement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement 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 (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus supplement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify UBS and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus supplement to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Offerors Company will immediately notify the UnderwritersInitial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Offerors Company of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred Securities by the Underwriters Initial Purchaser as evidenced by a notice in writing from the Underwriters Initial Purchaser to the OfferorsCompany, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) makes make any statement in the Prospectus Offering Memorandum false or misleading or (ii) is are not disclosed in the ProspectusOffering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel or counsel, the Underwriters Initial Purchaser or counsel to for the UnderwritersInitial Purchaser, to amend or supplement the Prospectus Offering Memorandum in order that the Prospectus Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Prospectus Offering Memorandum by preparing and furnishing to the Underwriters Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchaser) so that, as so amended or supplemented, the Prospectus Offering Memorandum will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Issuer and Finance Corp. will immediately notify the Underwriterseach Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by Centennial, the Offerors Issuer or Finance Corp. of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior to the completion of the distribution placement of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsInitial Purchasers, any Material Adverse Effectmaterial changes in or affecting the earnings, business affairs or business prospects of Centennial, the Issuer and their Subsidiaries which (i) makes make any statement in the Prospectus any Offering Memorandum or any document incorporated by reference in any Offering Memorandum false or misleading or (ii) is are not disclosed in the ProspectusOffering Memorandum. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of the CompanyIssuer, its counsel or Finance Corp., their counsel, the Underwriters Initial Purchasers or counsel to for the UnderwritersInitial Purchasers, to amend or supplement the Prospectus any Offering Memorandum in order that the Prospectus such Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company Issuer and Finance Corp. will forthwith amend or supplement the Prospectus such Offering Memorandum by preparing and furnishing to the Underwriters each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Prospectus such Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the UnderwritersInitial Purchasers) so that, as so amended or supplemented, the Prospectus Offering Memorandum will not include an 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 existing at the time it is delivered to a subsequent purchaserSubsequent Purchaser, not misleading.

Notice and Effect of Material Events. The Offerors Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus Supplement. The Operating Partnership shall immediately notify the Underwriterseach Underwriter, and confirm such notice in writing, of (ix) any filing made by the Offerors Operating Partnership of information relating to the offering of the Preferred Securities Notes with any securities exchange or any other regulatory body in the United StatesStates or any other jurisdiction, and (iiy) prior at any time when a prospectus is required by the 1933 Act to the completion be delivered in connection with sales of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the OfferorsNotes, any Material Adverse Effectmaterial changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any Simon Entity or Property Partnership which (i) makes make any statement in the Prospectus Supplement false or misleading or (ii) is are not disclosed in the ProspectusProspectus Supplement. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the CompanyOperating Partnership, its counsel or counsel, the Underwriters or counsel to for the Underwriters, to amend the Registration Statement or to amend or supplement the preliminary prospectus supplement or the Prospectus Supplement in order that the preliminary prospectus supplement or the Prospectus Supplement not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existingexisting at the time delivered to a purchaser, the Company will Operating Partnership shall forthwith amend or supplement the Registration Statement, the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, by preparing and furnishing to the Underwriters each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement or the preliminary prospectus supplement or the Prospectus Supplement, as the case may be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Registration Statement or the preliminary prospectus supplement or the Prospectus will Supplement, as the case may be, shall not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus supplement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement 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 (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus supplement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify Citigroup and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus supplement to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Offerors will ------------------------------------ immediately notify the Underwriters, and confirm such notice in writing, of (ix) any filing made by the Offerors of information relating to the offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States, and (iiy) prior to the completion of the distribution of the Preferred Securities by the Underwriters as evidenced by a notice in writing from the Underwriters to the Offerors, any Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) is not disclosed in the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or the Underwriters or counsel to the Underwriters, to amend or supplement the final Prospectus in order that the final Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the final Prospectus by preparing and furnishing to the Underwriters an amendment or amendments of, or a supplement or supplements to, the final Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the final Prospectus will not include an 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 existing at the time it is delivered to a subsequent purchaser, not misleading.