Common use of Compliance with Securities Act and Exchange Act Requirements Clause in Contracts

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. There are no contracts or other documents required to be described in the General Disclosure Package (as defined below) or the Final Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities Shares and (DC) on the each Closing Date, each of the Registration Statement and the ADS Registration Statement (if any) and any amendment and supplement thereto conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (Aii)(A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) ), and (C) on the each Closing Date, the Final Prospectus Prospectus, including all materials incorporated by reference therein (including, but not limited to, the Annual Report), will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under in which they were made made, not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereundermisleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. All documents incorporated by reference in the Registration Statement and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and any further documents so filed and incorporated by reference in the Registration Statement and the Final Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and no such or any other documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement.

Compliance with Securities Act and Exchange Act Requirements. The AMB REIT and the AMB Operating Partnership have prepared and filed with the Commission and a registration statement on Form S-4, including a related Preliminary Prospectus for registration under the Securities Act of the New Notes, the New Exchangeable Notes and the related Guarantees to be issued in the Exchange Offers (i) (A) At including any amendment thereto, the “Registration Statement”). Each of the AMB REIT and the AMB Operating Partnership meets the requirements for use of Form S-4 under the Securities Act. The Registration Statement will have been declared effective by the Commission prior to the Expiration Date and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or the Exchange Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the AMB REIT or the AMB Operating Partnership, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been or will be complied with. In addition, as of the time the Registration Statement initially became effective, (B) effective and at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Exchange Date, the New Notes Indenture will be duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Registration Statement conformed and any amendments thereto (i) complied and will conform comply in all material respects to with the requirements of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (the “Securities Act Regulations”), the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus, and each document, if any, filed the Preliminary Prospectus or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied any amendments or supplements thereto include or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any an untrue statement of a material fact or omit or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading. Notwithstanding the foregoing, the representations and each documentwarranties in this subsection shall not apply to that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”). Each preliminary prospectus and prospectus filed as part of the Registration Statement, if any, as originally filed or to be as part of any amendment thereto, or filed pursuant to Rule 424 under the Exchange Act and incorporated by reference in the Final Prospectus Securities Act, complied or will comply when so filed in all material respects with the Exchange Securities Act Regulations and the applicable rules Preliminary Prospectus and regulations the Prospectus delivered to the Dealer Managers for use in connection with the Exchange Offers will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. As filed, the Prospectus will be in all substantive respects in the form of the Commission thereunder. The preceding sentence does not apply Preliminary Prospectus initially included in the Registration Statement as of the Commencement Date, except for such specific information and other changes to statements which the Dealer Managers shall have given their consent in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in accordance with Section 8(b5(f) hereofof this Agreement.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b7(b) hereof.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. There are no contracts or other documents required to be described in the General Disclosure Package (as defined below) or the Final Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

Compliance with Securities Act and Exchange Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act and Exchange Act Requirements. The PLD Operating Partnership has prepared and filed with the Commission a registration statement on Form S-4, including a related Preliminary Prospectus for registration under the Securities Act of the New Notes (i) (A) At including any amendment thereto, the “Registration Statement”). The PLD Operating Partnership meets the requirements for use of Form S-4 under the Securities Act. The Registration Statement will have been declared effective by the Commission prior to the Expiration Date and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or the Exchange Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the PLD Operating Partnership, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been or will be complied with. In addition, as of the time the Registration Statement initially became effective, (B) effective and at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Exchange Date, the New Notes Indenture will be duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Registration Statement conformed and any amendments thereto (i) complied and will conform comply in all material respects to with the requirements of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (the “Securities Act Regulations”), the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus, and each document, if any, filed the Preliminary Prospectus or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement complied any amendments or supplements thereto include or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any an untrue statement of a material fact or omit or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading. Notwithstanding the foregoing, the representations and each documentwarranties in this subsection shall not apply to that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”). Each preliminary prospectus and prospectus filed as part of the Registration Statement, if any, as originally filed or to be as part of any amendment thereto, or filed pursuant to Rule 424 under the Exchange Act and incorporated by reference in the Final Prospectus Securities Act, complied or will comply when so filed in all material respects with the Exchange Securities Act Regulations and the applicable rules Preliminary Prospectus and regulations the Prospectus delivered to the Dealer Managers for use in connection with the Exchange Offers will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. As filed, the Prospectus will be in all substantive respects in the form of the Commission thereunder. The preceding sentence does not apply Preliminary Prospectus initially included in the Registration Statement as of the Commencement Date, except for such specific information and other changes to statements which the Dealer Managers shall have given their consent in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in accordance with Section 8(b5(f) hereofof this Agreement.