Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
Representations and Warranties of the Initial Purchaser. As of the date hereof, the Initial Purchaser, represents and warrants to the Issuers and the Subsidiary Guarantors that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to Holdings as follows:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants that (a) this Agreement (i) has been duly executed and delivered by the Initial Purchaser and (ii) constitutes the Initial Purchaser's legal, valid and binding obligation, enforceable against the Initial Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and (b) the execution, delivery and performance of this Agreement do not violate any applicable law or any agreement to which the Initial Purchaser is a party or by which its properties are bound.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
Representations and Warranties of the Initial Purchaser. The Initial ------------------------------------------------------- Purchaser represents and warrants to the Company that:
Representations and Warranties of the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company that: (1) the Notes sold to the Initial Purchaser to be acquired by it hereunder are being acquired for its own account or an account with respect to which it exercises sole investment discretion and it or any such account is a "qualified institutional buyer" as defined in Rule 144A of the Act ("QIB") and has no intention of distributing or reselling such Notes or any part thereof in any transaction which would be in violation of the securities laws of the United States of America or any state; (2) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of Section 4(2) of the Act, or with respect to any such securities sold in reliance on Regulation S of the Act, by means of any directed selling efforts within the meaning of Rule 903 under the Act and the Commission's Release No. 33-6863; (3) it acknowledges that the Notes have not been or will not be registered under the Act and that none of the Notes may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (4) it shall not resell or otherwise transfer any of such Securities except (A) to the Company or any of its Subsidiaries, (B) inside the United States to a QIB in compliance with Rule 144A or, if any such Person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such Person has represented to the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A, (C) inside the United States to a limited number of other institutional investors reasonably believed by the Initial Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Act) each of which, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Initial Purchaser and the Company a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes set forth in Appendix A to the Final Memorandum in private sales exempt from registration under the Act, (D) outside the Unites States in compliance with Ru...
Representations and Warranties of the Initial Purchaser. (a) Neither the Initial Purchaser nor any affiliate (as defined in Regulation D) of the Initial Purchaser nor anyone acting on their behalf has, directly or indirectly, sold or offered, or attempted to offer or sell, or solicited any offers to buy, or otherwise approached or negotiated in respect of, any of the Purchased Notes and neither the Initial Purchaser nor any of its affiliates will do any of the foregoing.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Issuers:
