Common use of Private Placement Representations Clause in Contracts

Private Placement Representations. (a) None of the Loan Parties nor any of their affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) has, directly or through any the Lender, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the making of any Loan in a manner that would require registration of the Loan under the Securities Act. (b) None of the Loan Parties, any of their affiliates nor any other person acting on its or their behalf has solicited offers for, or offered, sold or assigned, any Loan by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (c) It is not necessary, in connection with the making of Loan in the manner contemplated by this Agreement to register the Loan under the Securities Act or to qualify this Agreement under the Trust Indenture Act of 1939, as amended.