Common use of Prospectus Delivery; Marketing Materials Clause in Contracts

Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and service mark to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “Marketing Materials”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.

Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and service mark xxxx to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “Marketing Materials”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.

Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesNotes. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities Notes except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “"free writing” " exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “"Free Writing Materials”"), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s 's name, logo and service mark xxxx to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s 's general materials and marketing objectives relating to the Direct Access Notes Program (the “"Marketing Materials”") that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s 's name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.

Prospectus Delivery; Marketing Materials. You Each of the Agents shall, as required by applicable law, furnish to each person to whom you sell it sells or deliver Securities delivers Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not No Agent is authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesNotes. You No Agent will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities Notes except for marketing materials prepared by the Company, if any, and furnished to you the Agents together with written authorization from the Company to the Purchasing Agent to use the same hereunderin connection with the offering of the Notes. If you elect any Agent elects to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), you such Agent will use your its best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing MaterialsMaterials and to cause any such Free Writing Materials to include any and all legislatively mandated disclaimers concerning securities of the Company as may be supplied by the Company to the Purchasing Agent. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and “EdNotes” and “Education Leads Us” service mark marks, and any other service marks to which the Company consents to in writing, to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “Marketing Materials”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and “EdNotes” and “Education Leads Us” service marks, and any other service marks to which the Company consents to in writing, solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company electronically or by facsimile to the Purchasing AgentAgent and must be granted by an officer of the Company with the title of Vice President or higher, or any authorized agent thereof.

Prospectus Delivery; Marketing Materials. You Each of the Agents shall, as required by applicable law, furnish to each person to whom you sell it sells or deliver Securities delivers Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not No Agent is authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesNotes. You No Agent will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities Notes except for marketing materials prepared by the Company, if any, and furnished to you the Agents together with written authorization from the Company to the Purchasing Agent to use the same hereunderin connection with the offering of the Notes. If you elect any Agent elects to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), you such Agent will use your its best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing MaterialsMaterials and to cause any such Free Writing Materials to include any and all legislatively mandated disclaimers concerning securities of the Company as may be supplied by the Company to the Purchasing Agent. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and “EdNotes” and “Education Leads Us” service mark marks, and any other service marks to which the Company consents to in writing, to identify the Company as a member of the Purchasing Agent’s Direct Access Notes Program program (the “Direct Access Notes Program”) in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “Marketing Materials”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and “EdNotes” and “Education Leads Us” service marks, and any other service marks to which the Company consents to in writing, solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company electronically or by facsimile to the Purchasing AgentAgent and must be granted by an officer of the Company with the title of Vice President or higher, or any authorized agent thereof.

Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesNotes. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities Notes except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “"free writing” " exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “"Free Writing Materials”"), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s 's name, logo and service mark to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s 's general materials and marketing objectives relating to the Direct Access Notes Program (the “"Marketing Materials”") that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s 's name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.