Representations and Warranties of the Initial Purchasers Sample Clauses

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that:

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes only to persons whom it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors”; (b) It is a QIB within the meaning of Rule 144A; and (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Guarantors that: (a) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act (“Rule 144A”)) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Schedule V hereto. (b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. (c) It is either a qualified institutional buyer (as defined in Rule 144A) or an “accredited investor” (within the meaning of Regulation D). (d) It will comply with the Selling Restrictions for offers and sales outside the United States as set forth in Schedule V hereto.

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement, and each Initial Purchaser hereby, severally and not jointly, represents and warrants to and agrees with the Company that: (a) They will offer and sell the Notes only to persons whom they reasonably believe are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors.” (b) Each Initial Purchaser is a QIB within the meaning of Rule 144A. (c) Each Initial Purchaser has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that: (a) It is a QIB and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchasers to be QIBs or (B) non-U.S. persons reasonably believed by the Initial Purchasers to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum. (c) No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, by means of any directed selling efforts be made by such Initial Purchasers or any of its representatives in connection with the offer and sale of any of the Notes.

Representations and Warranties of the Initial Purchasers. The Initial Purchasers, severally and not jointly, hereby represent and warrant as follows:

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to Kratos that:

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchasers hereby severally, and not jointly, represents and warrants to, and covenants and agrees with, the Company as follows.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchasers represents and warrants to and agrees with the Company that: (a) It (or if it is an employee benefit plan governed under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the fiduciary signing on its behalf) has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of organization, with requisite power and authority (corporate and other) to own its properties and conduct its business. (b) (Check appropriate box.) [ ] It is not, nor are any of the underlying assets with respect to which the purchase is being made, a "benefit plan investor" (as defined below). [ ] It, or any of the underlying assets with respect to which the purchase is being made, is a "benefit plan investor," and Schedule B attached hereto sets forth in detail the criteria according to which it is a "benefit plan investor." As used herein, "benefit plan investor" shall mean any (i) employee benefit plan (as defined in Section 3(3) of ERISA, whether or not such plan is subject to the provision of Title I of ERISA, (ii) any plan described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity. (c) The execution and delivery of, and the performance by such Initial Purchaser of its obligations under, this Agreement have been duly and validly authorized, and, assuming due authorization, execution and delivery by each of the other parties hereto, this Agreement is a legal, valid, binding and enforceable instrument of such Initial Purchaser, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) The purchase of the Preferred Stock, and the compliance by such Initial Purchaser with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument (after giving effect to any amendment or waiver of the terms thereof) to which such Initial Purchaser is a party or by which such Initial Purchaser is bound or to which any of the proper...