Common use of Offering Circular Clause in Contracts

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers furnished in writing to the Company by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company by the Initial Purchasers specifically for use in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth paragraph on page 141 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth paragraph on page 141 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full paragraph on page 142 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company and its affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto (if any) as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers furnished in writing to the Company Issuers by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 145 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth sixth paragraph on page 141 145 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth last paragraph on page 141 145 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full first paragraph on page 142 146 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto (if any) as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 176 of the Offering Circular concerning offering the Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth sixth paragraph on page 141 page176 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth first paragraph on page 141 177 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth full second paragraph on page 142 177 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective its affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not did not, and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, Senior Notes and Discount Notes (ii) in the third paragraph on page 141 185 of the Offering Circular concerning offering the Notes, Senior Notes and Discount Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth paragraph on page 141 185 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth paragraph on page 141 185 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth first full paragraph on page 142 186 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “"Furnished Information”"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, required by Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects Transactions, conforms to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third [THIRD] paragraph on page 141 [100] and the [FIRST] paragraph on page [101] of the Offering Circular concerning offering the Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth [THIRD] paragraph on page 141 [101] of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth [FIFTH] paragraph on page 141 [101] of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth full [SIXTH] paragraph on page 142 [101] of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective its affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”"FURNISHED INFORMATION"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects Transactions, conforms to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not did not, and as of the Closing Date will not, and each supplement or amendment thereto therto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, Senior Notes and Discount Notes (ii) in the third paragraph on page 141 185 of the Offering Circular concerning offering the Notes, Senior Notes and Discount Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth paragraph on page 141 185 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth paragraph on page 141 185 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth first full paragraph on page 142 186 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “"Furnished Information”"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, required by Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects Transactions, conforms to the description thereof in the Offering Circular.