Offering by the Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Guarantors that: (i) it has not offered or sold, and will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except: (A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act); or (B) in accordance with Rule 903 of Regulation S; (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes; (v) it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the Notes, except with its affiliates or with the prior written consent of the Company; (vi) it and its Affiliates have complied and will comply with the offering restrictions requirement of Regulation S; (vii) at or prior to the confirmation of sale of Notes (other than a sale of Notes pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by Regulation S.” (viii) it has not offered or sold and, prior to the date six months after the date of issuance of the Securities, will not offer or sell any Securities to persons in the United Kingdom in circumstances which have resulted or will result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA; (ix) it has complied and will comply with all applicable provisions of the FSMA) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (x) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes, in circumstances in which section 21(1) of the FSMA does not apply to the Company; (xi) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D); and (xii) without notice to the Company, it has not given and will not give to any prospective purchaser of the Notes any Issuer Written Information; provided that the prior written consent of the Company shall be deemed to have been given in respect of (x) preliminary and final term sheets relating to the offer and sale of the Notes containing customary terms and (y) material relating to the offer and sale of the Notes prepared by the Initial Purchasers that does not contain information provided by or on behalf of the Company specifically for use in such material.
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Offering by the Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
(b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Guarantors that:
(i) it has not offered or sold, and will not offer or sell, any Notes Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except:
(A) to those it reasonably believes to be “"qualified institutional buyers” " (as defined in Rule 144A under the Act); ) or
(B) in accordance with Rule 903 of Regulation S;
(ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Notes Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States;
(iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Notes Securities is aware that such sale is being made in reliance on Rule 144A;
(iv) neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the NotesSecurities;
(v) it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the NotesSecurities, except with its affiliates or with the prior written consent of the Company;
(vi) it and its Affiliates have complied and will comply with the offering restrictions requirement of Regulation S;
(vii) at or prior to the confirmation of sale of Notes Securities (other than a sale of Notes Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes Securities from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: “"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “"Act”") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by Regulation S.”"
(viii) it has not offered or sold and, prior to the date six months after the date of issuance of the Securities, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which have not resulted or and will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) the Public Offers of the FSMASecurities Regulations 1995;
(ix) it has complied and will comply with all applicable provisions of the FSMA) with respect to anything done by it in relation to the Notes Securities in, from or otherwise involving the United Kingdom;
(x) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any NotesSecurities, in circumstances in which section 21(1) of the FSMA does not apply to the Company;; and
(xi) it is an “"accredited investor” " (as defined in Rule 501(a) of Regulation D); and
(xii) without notice to the Company, it has not given and will not give to any prospective purchaser of the Notes any Issuer Written Information; provided that the prior written consent of the Company shall be deemed to have been given in respect of (x) preliminary and final term sheets relating to the offer and sale of the Notes containing customary terms and (y) material relating to the offer and sale of the Notes prepared by the Initial Purchasers that does not contain information provided by or on behalf of the Company specifically for use in such material.
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