Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”).
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer"), and (ii) with respect to those Securities sold in reliance on Regulation S, (A) has not engaged and will not engage in any direct selling efforts within the meaning of Regulation S and (B) has complied and will comply with the offering restrictions requirement of Regulations S.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Delek Parties that:
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes as part of their initial offering except (A) within the United States to persons whom it reasonably believes to be Qualified Institutional Buyers in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Notes is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex I hereto.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Companies that (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (an “Accredited Investor”) and (ii) it will comply with all requirements of Rule 144A or Regulation S under the Securities Act including, without limitation, the terms and conditions of offers and sales set forth in Annex I.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser represents and warrants to, and agrees with, the Issuer that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer"), and (ii) with respect to those Securities sold in reliance on Regulation S, (A) it has not engaged and will not engage in any direct selling efforts within the meaning of Regulation S and (B) it has complied and will comply with the offering restrictions requirement of Regulations S.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuers that (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”), (ii) it will offer and sell Securities only to (A) persons who it reasonably believes are Qualified Institutional Buyers in transactions meeting the requirements of Rule 144A or (B) upon the terms and conditions set forth in Annex I to this Agreement; and (iii) it will not offer or sell Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501 under the Securities Act (an "Accredited Investor") and (ii) with respect to those securities sold in reliance on Regulation S: (A) it has not engaged and will not engage in any direct selling efforts within the meaning of Regulation S; and (B) it has complied and will comply with the offering restrictions requirements of Regulation S.
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuers that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501 under the Securities Act, and agrees that it will not solicit offers for, or offer or sell, the Securities (x) by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or by any directed selling efforts (within the meaning of Regulation S under the Securities Act) and will otherwise comply with the offering restrictions set forth in Regulation S under the Securities Act; or (y) to any person who the Initial Purchaser does not reasonably believe to be (i) in the case of offers in the United States, a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) and (ii) in the case of offers outside the United States, a person who is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act.
