Agreements of the Underwriters. Each Underwriter, severally and not jointly, agrees with the Seller, the Company and NFI that upon the execution of this Agreement and authorization by each Underwriter of the release of the Offered Certificates, each Underwriter shall offer the Offered Certificates for sale upon the terms and conditions set forth herein in the amounts set forth in Annex A hereto.
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
Agreements of the Underwriters. Each Underwriter hereby represents, warrants and agrees to and with the Company that:
Agreements of the Underwriters. The Underwriters agree with the Sponsor that upon the execution of this Agreement and authorization by the Underwriters of the release of the Notes, the Underwriters shall offer the Notes for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.
Agreements of the Underwriters. Each Underwriter, severally and not jointly, agrees with the Issuers that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Issuers and not incorporated by reference into the Registration Statement, the Disclosure Package or the Final Prospectus or any press release issued by the Issuers) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Schedule III, each electronic road show and any other road show that is a written communication, or Permitted Free Writing Prospectus prepared pursuant to Section 4(j) above or (iii) any free writing prospectus prepared by such Underwriter and approved by the Issuers in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Issuers.
Agreements of the Underwriters. (i) Each Underwriter represents and agrees with the Company that, unless it has obtained the prior consent of the Company, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus”, as defined in Rule 405 under the Securities Act, required to be filed with the Commission.
Agreements of the Underwriters. The Underwriters severally, and not jointly, agree that they shall not include any “issuer information” (as defined in Rule 433 under the Act) in any “free writing prospectus” (as defined in Rule 405) or any Written Testing-the-Waters Communication used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 5 shall not be deemed to include information prepared by such Underwriter on the basis of or derived from issuer information.
Agreements of the Underwriters. Each Underwriter hereby agrees with the Company and the Guarantor as follows:
Agreements of the Underwriters. Each Underwriter agrees with the Company that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Schedule III, any electronic road show or Permitted Free Writing Prospectus prepared pursuant to Section 4(i) above or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Issuer Free Writing Prospectus or any “free writing prospectus,” as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) required to be filed by the Company with the Commission or retained by the Company pursuant to Rule 433 under the Act, other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) the Final Term Sheet or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.
