Initial Purchasers' Representations and Warranties Sample Clauses

Initial Purchasers' Representations and Warranties. Each of the Initial Purchasers, severally and not jointly, represents and warrants the Company and the Guarantor: (a) Such Initial Purchaser is either a QIB or an Accredited Institution, in either case, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) Such Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Series A Notes only to (x) QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, and (y) in offshore transactions in reliance upon Regulation S under the Act. (c) Such Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of the Series A Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) Such Initial Purchaser agrees that, in connection with Exempt Resales, such Initial Purchaser will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, Eligible Purchasers. Each Initial Purchaser further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from (i) Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs, and (ii) Regulation S Purchasers, in each case, that agree that (x) the Series A Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule 144(d) under the Act, if applicable) under the Act, as in effect on the date of the transfer of such Series A Notes, only (A) to the Guarantor, the Company or any of its subsidiaries, (B) to a person whom the seller reasonably believes is a QIB purchasing for...

Initial Purchasers' Representations and Warranties. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company, that: (a) It is a QIB, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Notes and the Shares. (b) It is not acquiring the Notes with a view to any distribution (as such term is used under the Securities Act) of the Notes or the Shares issuable upon conversion thereof or with any present intention of offering or selling any of the Notes or the Shares issuable upon conversion thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) No form of general solicitation or general advertising (within the meaning of Regulation D) under the Securities Act has been or will be used by it or any of its representatives in connection with the offer and sale of the Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) In connection with Exempt Resales, it will solicit offers to buy the Notes only from, and will offer to sell Notes only to, an Eligible Purchaser that, by accepting Notes, will be deemed to have represented and agreed that (x) the Notes purchased by it may be resold, pledged or otherwise transferred only (I) to the Company, (II) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (III) in an offshore transaction (as defined in Rule 902 under the Securities Act) meeting the requirements of Rule 904 of the Securities Act, (IV) in a transaction meeting the requirements of Rule 144 under the Securities Act, (V) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company) or (VI) pursuant to an effective registration statement and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and (y) it will deliver to each person to whom any of the Notes or any interest therein is transferred a notice substantially to the ...

Initial Purchasers' Representations and Warranties. Each Initial Purchaser represents and warrants: (a) No Public Sale or Distribution. Such Initial Purchaser is (i) acquiring the Notes and the Warrants, and (ii) upon exercise of the Warrants will acquire the Warrant Shares, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Initial Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement or an exemption from registration under the 1933 Act and any applicable state securities laws. Such Initial Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Initial Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (b) Accredited Investor Status. Such Initial Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. Such Initial Purchaser has knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Securities. Such Initial Purchaser is not a registered broker dealer or an affiliate of a broker dealer registered under Section 15(a) of the 1934 Act or a member of the National Association of Securities Dealers, Inc. or engaged in the business of being a broker dealer. (c) Reliance on Exemptions. Such Initial Purchaser understands that the Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Initial Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Initial Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Initial Purchaser to acquire the Securities.

Initial Purchasers' Representations and Warranties. Each Initial -------------------------------------------------- Purchaser represents and warrants, solely with respect to itself, that such Initial Purchaser is a QIB.

Initial Purchasers' Representations and Warranties. The Initial purchaser represents and warrants to, and agrees with, the Issuers: (a) Such Initial Purchaser is a QIB, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) Such Initial Purchaser (A) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction and (B) will be reoffering and reselling the Series A Notes only to (x) QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, and (y) in offshore transactions in reliance upon Regulation S under the Act. (c) Such Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by such Initial Purchaser in connection with the offer and sale of the Series A Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

Initial Purchasers' Representations and Warranties. Upon the authorization by you of the release of the Series A Notes, the Initial Purchaser proposes to offer the Series A Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and the Initial Purchaser hereby represents and warrants to, and agrees with the Company that: (a) It will offer and sell the Series A Notes only to Eligible Purchasers; (b) It is an Institutional Accredited Investor; and (c) It will not offer or sell the Series A Notes by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

Initial Purchasers' Representations and Warranties. Upon the authorization by you of the release of the Senior Notes, the several Initial Purchasers propose to offer the Senior Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and each Initial Purchaser hereby represents and warrants to, and agrees with the Company that: (a) It will offer and sell the Senior Notes only to Eligible Purchasers; (b) It is an Institutional Accredited Investor; and (c) It will not offer or sell the Senior Notes by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

Initial Purchasers' Representations and Warranties. The Initial Purchaser represents and warrants to, and agrees with, the Company:

Initial Purchasers' Representations and Warranties. The Initial Purchaser represents and warrants to, and agrees with, the Company and the Guarantors: (a) The Initial Purchaser is a QIB with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series A Notes (including Series A Subsidiary Guarantees). (b) The Initial Purchaser (A) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the