Common use of Offering of Notes Clause in Contracts

Offering of Notes. (a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the Prudential Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

Offering of Notes. (a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the Prudential MetLife Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.