Common use of Notice and Effect of Material Events Clause in Contracts

Notice and Effect of Material Events. The Issuer will promptly notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasers, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

Notice and Effect of Material Events. The Issuer Issuers will promptly as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Issuer Issuers of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale distribution of the Notes Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Issuers, the Security Parties, ▇▇▇▇▇-▇▇▇▇▇ and its their respective subsidiaries considered as one enterprise which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material materially false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described If, during the period referred to in clause paragraph (iia) of the preceding sentenceabove, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasersmade, not misleading or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers, at their own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuers to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented, will comply with lawsupplemented Offering Memorandum).

Notice and Effect of Material Events. The Issuer will promptly as soon as is practicable notify each Initial PurchaserUnderwriter, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering offering of the Preferred Securities with any securities exchange or any other regulatory body in the United States or any applicable jurisdiction, other jurisdiction and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale distribution of the Notes Preferred Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)Underwriters as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise Subsidiaries which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum Prospectus or any Supplemental Offering Material the Registration Statement materially false or misleading or (yii) are not disclosed in the Disclosure Package Prospectus or Offering Memorandumthe Registration Statement. During such time as described If, during the period referred to in clause subsection (iia) of the preceding sentencethis Section 4 above, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of counsel for the Underwriters or counsel for the Issuer, to amend or supplement the Offering Memorandum Prospectus in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasersmade, not misleading or if, in the opinion of counsel for the Underwriters or counsel for the Issuer, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Issuer, at its own expense, will promptly prepare such amendment or supplement as may be necessary so that the Offering Memorandum, statements in the Prospectus as so amended or supplementedsupplemented will not, in the light of the circumstances then existing, be misleading or so that such Prospectus as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Underwriters, along with any documents incorporated by reference therein which have not been previously delivered, such number of copies in such cities as they may reasonably rquest (and the Underwriters will, upon receiving notice from the Issuer to do so, suspend use of the Prospectus, until such time as they shall have received such copies of the amended or supplemented Prospectus).

Notice and Effect of Material Events. The Issuer Company will promptly immediately notify each Initial Purchaser, the Representative and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time if prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes Securities by the Initial Purchasers (which Underwriters as evidenced by a notice from the Initial Purchasers shall provide prompt notice thereof Representative to the Issuer)Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise which (xi) make any statement in the Pricing Disclosure Package, any Offering Memorandum Package or any Supplemental Offering Material the Prospectus false or misleading in any material respect or (yii) are if not disclosed in the Pricing Disclosure Package or Offering Memorandumthe Prospectus would constitute a material omission therefrom. During such time The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as described in clause (ii) to permit the completion of the preceding sentencedistribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, if any event shall occur or condition shall exist as a result of which it is necessary necessary, in the opinion of the Company, its counsel, the Representative or counsel for the Underwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existingmade, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Initial Purchasers Company, its counsel, the Representative or counsel for the Initial Purchasers it is otherwise necessary Underwriters, to amend the Registration Statement or amend or supplement the Offering Memorandum to comply with law, Prospectus in order that the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum Prospectus will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing prevailing at the time it is furnished to the Initial Purchasersthat subsequent time, not misleading or so that misleading, the Offering MemorandumCompany will promptly notify the Representative and, as amended or supplementedsubject to Sections 3(j) and 3(k), will comply with lawpromptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Issuer will promptly notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) two three months after the Closing Date and (B) the completion of the resale of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasers, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

Notice and Effect of Material Events. The Issuer will promptly as soon as is practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable jurisdiction, other jurisdiction and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale distribution of the Notes Securities by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)as determined by TD Securities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (xi) make any statement of any material fact made in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material materially false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described If, during the period referred to in clause paragraph (iia) of the preceding sentenceabove, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Issuer, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasersmade, not misleading or if, in the opinion of counsel for the Initial Purchasers or counsel for the Issuer, it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer, at its own expense, will promptly prepare such amendment or supplement as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances then existing, be misleading or so that such Offering Memorandum as so amended or supplemented will comply with applicable law, as the case may be, and furnish the Initial Purchasers such number of copies as they may reasonably request (and the Initial Purchasers will, upon receiving notice from the Issuer to do so, suspend use of the Offering Memorandum, until such time as they shall have received such copies of the amended or supplemented, will comply with lawsupplemented Offering Memorandum).

Notice and Effect of Material Events. (I) The Issuer Company will promptly immediately notify each Initial Purchaserthe Representatives, and confirm such notice in writing, of (ix) any filing made by the Issuer of information relating to the Offering Company with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of jurisdiction if such filing (A) two months after relates to the Closing Date offering of the Securities and is made (Bor is required to be made) prior to the completion of the resale placement of the Notes Securities by the Initial Purchasers Underwriters as evidenced by a notice in writing from the Representatives to the Company (which the Initial Purchasers notice shall provide prompt notice thereof be provided to the Issuer)Company promptly after the completion of the placement) or (B) relates primarily to the offering of the Securities; and (y) prior to the completion of such period when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise in the context of any offer or sale of the Securities which (xi) make any statement in the Disclosure PackageTime of Sale Prospectus, any Offering Memorandum the Prospectus or any Supplemental Offering Material free writing prospectus false or misleading in any material respect or (yii) are not disclosed in the Disclosure Package Time of Sale Prospectus or Offering Memorandumthe Prospectus. During In such time as described in clause (ii) of the preceding sentence, event or if during such period any event shall occur or condition exist as a result of which it is necessary or advisable, in the reasonable opinion of counsel for the Underwriters, to amend or supplement the Offering Memorandum Time of Sale Prospectus or the Prospectus in order that the Offering Memorandum Time of Sale Prospectus or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading therein, in the light of the circumstances under which they were made and then existingexisting when the Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading or if if, in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers Underwriters, it is otherwise necessary to amend or supplement the Offering Memorandum Time of Sale Prospectus or the Prospectus to comply with applicable law, the Issuer willCompany will forthwith prepare, upon receiving reasonable request from file with the Representative, amend or supplement the Offering Memorandum by promptly preparing Commission and furnishingfurnish, at its own expense, to each Initial Purchaser the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Securities have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, an amendment or amendments of, or a supplement or supplements to, (including, in each case, through incorporation by reference therein as permitted by the Offering Memorandum 1933 Act) the Time of Sale Prospectus or the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchasersUnderwriters) so that, as so amended or supplemented, the Offering Memorandum Time of Sale Prospectus or the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at when the time it Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is furnished to the Initial Purchasersdelivered, not misleading or so that the Offering MemorandumTime of Sale Prospectus or the Prospectus, as amended or supplemented, will comply with applicable law. (II) During the period beginning on the date of the Prospectus and continuing for as long as delivery of the Prospectus may be required under applicable law, in the reasonable judgment of [insert name(s) of Representative(s)], after consultation with the Company, in order to offer and sell any Securities in Secondary Market Transactions (the “Secondary Transactions Period”), the Company shall update, supplement or amend the Prospectus, through documents subsequently filed by the Company with the Commission pursuant to the 1934 Act that are deemed to be incorporated by reference therein or otherwise, so that the Prospectus, as updated, amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence notwithstanding, the Company may elect, upon notice to [insert name(s) of Representative(s)], not to comply with this Section 3(b)(II), but only for such period or periods that the Company reasonably determines are necessary, whether (a) to enable the completion of required English-language financial statements and related disclosures following the end of each fiscal year or quarter, as the case may be, or other material English-language disclosures or (b) for any other reason that the Company recognizes as being material to Secondary Market Transactions; provided, that no such period or periods shall exceed 90 days in the aggregate during any period of 12 consecutive calendar months; and, provided, further, that the Company shall promptly notify [insert name(s) of Representative(s)] if, for any reason, it believes that the preparation and filing of the English-language disclosures contemplated in the preceding clause (a) will be materially delayed. Upon receipt of any notice of such election as described in the foregoing sentence, [insert name(s) of Representative(s)] shall cease using the Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Company that it may resume using such document (or such document as it may be amended or supplemented).

Notice and Effect of Material Events. The Issuer Issuers will promptly immediately notify each the Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by the any Issuer of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes Securities by the Initial Purchasers (which Purchaser as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof Purchaser to the Issuer)Company, any material changes changes, or any condition or event that has resulted or could reasonably be expected to result in a material change, in or affecting the condition, financial or otherwise, condition or the earnings, earnings or business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise Subsidiaries which (xi) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of the Company, its counsel, the Initial Purchaser or counsel for the Initial Purchaser, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to Issuers will forthwith amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Final Offering Memorandum by promptly preparing and furnishing, at its own expensethe expense of the Issuers, to each the Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchasersPurchaser) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished delivered to a Subsequent Purchaser, not misleading. The Issuers will furnish to the Initial Purchasers, not misleading Purchaser such number of copies of such amendment or so that supplement as the Initial Purchaser may reasonably request. The Company agrees to notify the Initial Purchaser in writing to suspend use of the Offering MemorandumMemorandum as promptly as practicable after the occurrence of an event specified in the second immediately preceding sentence of this paragraph (b), as and the Initial Purchaser hereby agrees upon receipt of such notice from the Company to suspend use of the Offering Memorandum until the Issuers have amended or supplemented, will comply with lawsupplemented the Offering Memorandum to correct such misstatement or omission or to effect such compliance.

Notice and Effect of Material Events. The Issuer Aladdin Parties will as promptly as reasonably practicable notify each Initial Purchaser, and confirm such notice in writing, of (ix) any filing made by any of the Issuer Aladdin Parties of information relating to the Offering offering of the Units with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes Units by the Initial Purchasers (which as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof to the Issuer)Aladdin Parties, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of the Issuer Aladdin Parties and its subsidiaries considered as one enterprise their subsidiaries, the Trust, AHL, London Clubs or LCNI which (xi) make any statement of fact in the Disclosure Package, any Offering Memorandum untrue or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) constitute an omission of material fact from the Offering Memorandum necessary so that the Offering Memorandum will omit to state a material fact necessary in order to make the statements therein, in light of the preceding sentencecircumstances in which they were made, not misleading. In such event or if during such time any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of any of the Aladdin Parties, their counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to Aladdin Parties will forthwith amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Final Offering Memorandum by promptly preparing and furnishing, at its own expense, furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished delivered to the Initial Purchasersa Subsequent Purchaser, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with lawmisleading.

Notice and Effect of Material Events. The Issuer Company will promptly immediately notify each Initial Purchaser, the Representatives and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes Securities by the Initial Purchasers (which Underwriters as evidenced by a notice from the Initial Purchasers shall provide prompt notice thereof Representatives to the Issuer)Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise which (xi) make any statement in the Pricing Disclosure Package, any Offering Memorandum Package or any Supplemental Offering Material the Prospectus false or misleading in any material respect or (yii) are if not disclosed in the Pricing Disclosure Package or Offering Memorandumthe Prospectus would constitute a material omission therefrom. During such time The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as described in clause (ii) to permit the completion of the preceding sentencedistribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, if any event shall occur or condition shall exist as a result of which it is necessary necessary, in the opinion of the Company, its counsel, the Representatives or counsel for the Underwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existingmade, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Initial Purchasers Company, its counsel, the Representatives or counsel for the Initial Purchasers it is otherwise necessary Underwriters, to amend the Registration Statement or amend or supplement the Offering Memorandum to comply with law, Prospectus in order that the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum Prospectus will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing prevailing at the time it is furnished to the Initial Purchasersthat subsequent time, not misleading or so that misleading, the Offering MemorandumCompany will promptly notify the Representatives and, as amended or supplementedsubject to Sections 3(j) and 3(k), will comply with lawpromptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Issuer will promptly notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the RepresentativeRepresentatives, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasers, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

Notice and Effect of Material Events. The Issuer or the Guarantor will promptly immediately notify each Initial Purchaser, and confirm such notice in writing, of (i) any filing made by the Issuer or the Guarantor of information relating to the Offering with any securities exchange or any other regulatory body in the United States, Luxembourg or any applicable jurisdiction, other jurisdiction and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)Purchasers, of any material changes in or affecting the condition, financial earnings or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise Guarantor or any of the Subsidiaries which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading in any material respect or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of any of the Issuer, Guarantor, the Initial Purchasers or legal counsel for the Issuer or the Guarantor or for the Initial Purchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existingexisting or, or if if, in the reasonable opinion of the Initial Purchasers Purchasers' legal counsel or legal counsel for the Initial Purchasers Issuer or the Guarantor, it is otherwise necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will, upon receiving reasonable request from the Representative, will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishingsupplement, at its own expense, the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasersthen existing, not misleading or so that the such Offering Memorandum, Memorandum as so amended or supplemented, supplemented will comply with applicable law, as the case may be, and furnish each Initial Purchaser such number of copies as such Initial Purchaser may reasonably request and each Initial Purchaser shall forthwith furnish such amendment or supplement to each party to which it has sold or intends to sell the Notes.

Notice and Effect of Material Events. The Issuer Issuer, the Guarantor or Holdings will promptly immediately notify each Initial Purchaser, Purchaser and confirm such notice in writing, of (i) any filing made by the Issuer Issuer, the Guarantor or Holdings of information relating to the Offering with any securities exchange or any other regulatory body in the United States, Luxembourg or any applicable other jurisdiction, and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer)Purchasers, of any material changes in or affecting the condition, financial earnings or otherwise, or the earnings, business affairs or business prospects of the Issuer and its subsidiaries considered as one enterprise Guarantor or any of the Subsidiaries which (x) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading in any material respect, or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the opinion of any of the Issuer, Guarantor, Holdings, the Initial Purchasers or legal counsel for the Issuer, Guarantor or Holdings or for the Initial Purchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existingexisting or, or if if, in the reasonable opinion of the Initial Purchasers Purchasers' legal counsel or legal counsel for the Initial Purchasers Issuer, the Guarantor or Holdings, it is otherwise necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will, upon receiving reasonable request from the Representative, will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishingsupplement, at its own expense, the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished to the Initial Purchasersthen existing, not misleading or so that the such Offering Memorandum, Memorandum as so amended or supplemented, supplemented will comply with applicable law, as the case may be, and furnish each Initial Purchaser such number of copies as such Initial Purchaser may reasonably request and each Initial Purchaser shall forthwith furnish such amendment or supplement to each party to which it has sold or intends to sell the Notes.

Notice and Effect of Material Events. The Issuer Company will promptly immediately notify each Initial Purchaser, the Representative and confirm such notice in writing, of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes Securities by the Initial Purchasers (which Underwriters as evidenced by a notice from the Initial Purchasers shall provide prompt notice thereof Representative to the Issuer)Company, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise which (xi) make any statement in the Pricing Disclosure Package, any Offering Memorandum Package or any Supplemental Offering Material the Prospectus false or misleading in any material respect or (yii) are if not disclosed in the Pricing Disclosure Package or Offering Memorandumthe Prospectus would constitute a material omission therefrom. During such time The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as described in clause (ii) to permit the completion of the preceding sentencedistribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time prior to the Closing Date, if any event shall occur or condition shall exist as a result of which it is necessary necessary, in the opinion of the Company, its counsel, the Representative or counsel for the Underwriters, to amend or supplement the Offering Memorandum Pricing Disclosure Package in order that the Offering Memorandum Pricing Disclosure Package will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existingmade, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Pricing Disclosure Package comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Initial Purchasers Company, its counsel, the Representative or counsel for the Initial Purchasers it is otherwise necessary Underwriters, to amend the Registration Statement or amend or supplement the Offering Memorandum to comply with law, Prospectus in order that the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum Prospectus will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any prospectus supplement relating to the Securities or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing prevailing at the time it is furnished to the Initial Purchasersthat subsequent time, not misleading or so that misleading, the Offering MemorandumCompany will promptly notify the Representative and, as amended or supplementedsubject to Sections 3(j) and 3(k), will comply with lawpromptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Issuer Company will promptly immediately notify each Initial Purchaser, Purchaser and confirm such notice in writing, writing (x) of (i) any filing made by the Issuer Company of information relating to the Offering offering of the Securities with any securities exchange or any other regulatory body in the United States or any applicable other jurisdiction, and (iiy) at any time prior to the earlier of (A) two months after the Closing Date and (B) the completion of the resale placement of the Notes offered Securities by the Initial Purchasers (which as evidenced by a notice in writing from the Initial Purchasers shall provide prompt notice thereof to the Issuer)Company, of any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries the Subsidiaries considered as one enterprise which (xi) make any statement in the Disclosure Package, any Offering Memorandum or any Supplemental Offering Material false or misleading or (yii) are not disclosed in the Disclosure Package or Offering Memorandum. During In such event or if during such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, Company will forthwith amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and existing at the time it is furnished delivered to the Initial Purchasersa Subsequent Purchaser, not misleading or so misleading. The Company hereby expressly acknowledges that the Offering Memorandumindemnification and contribution provisions of Sections 7 and 8 hereof are specifically applicable and relate to each offering memorandum, as amended amendment or supplemented, will comply with lawsupplement referred to in this Section 3(b).

Notice and Effect of Material Events. The Issuer will promptly notify each Initial PurchaserPrior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement, or as soon thereafter as practicable but in no event later than 3:00 p.m. New York City time on August 2, 2002, to furnish the Underwriter with written and confirm electronic copies of the Prospectus as amended or supplemented in New York City in such notice in writingquantities as the Underwriter may reasonably request, and, if the delivery of (i) any filing made by the Issuer of information relating to the Offering with any securities exchange or any other regulatory body in any applicable jurisdiction, and (ii) a prospectus is required at any time prior to in connection with the earlier of (A) two months after the Closing Date and (B) the completion offering or sale of the resale of Securities and if at such time any event shall have occurred that could reasonably be expected to have a Material Adverse Effect on the Notes by the Initial Purchasers (which the Initial Purchasers shall provide prompt notice thereof to the Issuer), any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Issuer Company and its subsidiaries considered as one enterprise which (x) make any statement in the Disclosure Packageenterprise, any Offering Memorandum or any Supplemental Offering Material false or misleading or (y) are not disclosed in the Disclosure Package or Offering Memorandum. During such time as described in clause (ii) of the preceding sentence, if any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made and Prospectus as then existing, or if in the reasonable opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer will, upon receiving reasonable request from the Representative, amend or supplement the Offering Memorandum by promptly preparing and furnishing, at its own expense, to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement such Prospectus or to file under the Exchange Act any document incorporated by reference in such Prospectus (other than the Company's periodic filings with the Commission under the Exchange Act) in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Underwriter, and existing at the time it is furnished confirm such notice in writing, and upon its request to file such document and to prepare and furnish without charge to the Initial Purchasers, not misleading Underwriter and to any dealer in securities as many written and electronic copies as the Underwriter may from time to time reasonably request of an amended Prospectus or so that a supplement to the Offering Memorandum, as amended Prospectus which will correct such statement or supplemented, will comply with lawomission or effect such compliance.