Offer of Notes. Assuming (i) the Notes are issued, sold and delivered under the circumstances contemplated by this Agreement and (ii) the accuracy of the representations and warranties of Purchasers set forth in Section 11.22(A) and their compliance with the agreements set forth herein and therein, it is not necessary in connection with the offer, sale and delivery of the Notes to Purchasers in the manner contemplated by this Agreement to register the Notes under the Securities Act. No Note Party has, directly or indirectly, offered, sold or solicited any offer to buy, and no Note Party will, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Notes and require the Notes to be registered under the Securities Act. None of the Note Parties, their respective Affiliates or any Person acting on any of their behalf (other than Purchasers, as to whom the Note Parties make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes.
Offer of Notes. Neither the Company nor any Person acting on its behalf has directly or indirectly offered the Notes or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, anyone other than the Purchasers. Neither the Company nor any Person acting on its behalf has taken or will take any action which would subject the issuance and sale of the Notes to the provisions of Section 5 of the Securities Act, or to the provisions of any state securities law requiring registration of securities, notification of the issuance or sale thereof or confirmation of the availability of any exemption from such registration.
Offer of Notes. Neither the Company nor any of its Affiliates nor anyone acting on its or their behalf has directly or indirectly offered the Notes or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, anyone other than you, the Other Purchasers and not more than 25 other institutional investors. Neither the General Partners nor the Company nor anyone authorized to act on their behalf has taken or will take any action which would subject the issuance and sale of the Notes to the registration and prospectus delivery provisions of the Securities Act of 1933, as amended, or to the registration or qualification provisions of any securities or Blue Sky law of any applicable jurisdiction or require qualification of any Security Document under the Trust Indenture Act of 1939, as amended; PROVIDED, HOWEVER, that it is understood that any action taken by you or any Other Purchaser shall not have been taken on behalf of the Company or the General Partners.
Offer of Notes. Neither the Borrower, any Partner nor any of their respective Affiliates nor anyone acting on its or their behalf has directly or indirectly offered the Notes or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, anyone other than the Lenders and not more than 50 other institutional investors, commercial banks and other financial institutions. Neither the Borrower, any Partner nor anyone acting on behalf of the Borrower or any Partner has taken or will take any action which would subject the issuance and sale of the Notes to the registration and prospectus delivery provisions of the Securities Act of 1933, as amended, or to the provisions of any state securities law requiring registration of securities, notification of the issuance or sale thereof or confirmation of the availability of any exemption from such registration. The representations made by the Borrower in the preceding sentence are made in reliance upon and subject to the accuracy of the Banks' representation in Section 3.13 and the Institutions' representation in Section 4.8(a).
Offer of Notes. The offer by the Company of the Notes is exempt from registration under the 1933 Act.
Offer of Notes. Neither the Borrower nor anyone acting on its behalf has directly or indirectly offered the Note, or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect of any of the same with, anyone other than the Lender. Neither the Borrower nor anyone acting on its behalf will directly or indirectly take any action which would subject the issue of the Notes to the registration provisions of the Securities Act of 1933, as amended.
Offer of Notes. Neither of the Obligors nor any of their Affiliates nor anyone acting on any of their behalf has directly or indirectly offered the Notes or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, anyone other than the Purchasers and not more than nine other institutional investors. Neither of the Obligors nor the General Partner nor anyone acting on any of their behalf has taken or will take any action which would subject the issuance and sale of the Notes to the registration and prospectus delivery provisions of the Securities Act of 1933, as amended, or to the registration or qualification provisions of any securities or Blue Sky law of any applicable jurisdiction or require registration of any Security Document under the Trust Indenture Act of 1939, as amended.
Offer of Notes. 18 Section 5.13. Use of Proceeds....................................................................... 18 Section 5.14. Federal Reserve Regulations........................................................... 19 Section 5.15. Investment Company Act................................................................ 19 Section 5.16. Public Utility Holding Company Act.................................................... 19 Section 5.17. ERISA................................................................................. 19 Section 5.18. Environmental Matters................................................................. 20 Section 5.19. Foreign Assets Control Regulations, etc............................................... 21 Section 5.20. Disclosure............................................................................ 21 Section 5.21. Chief Executive Office................................................................ 22
Offer of Notes. 10 5.13. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 11 5.14. Federal Reserve Regulations. . . . . . . . . . . . . . . . . . 11 5.15. Investment Company Act.. . . . . . . . . . . . . . . . . . . . 11 5.16. Public Utility Holding Company Act; Federal Power Act. . . . . 11 5.17. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Offer of Notes. 15 5.13. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .15 5.14. Federal Reserve Regulations . . . . . . . . . . . . . . . . . .16 5.15.
