Common use of Representations and Warranties of the Initial Purchaser Clause in Contracts

Representations and Warranties of the Initial Purchaser. The Initial Purchaser proposes to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes only to persons whom it reasonably believes are "qualified institutional buyers" ("QIBS") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Notice to Investors"; (b) It is a QIB within the meaning of Rule 144A; (c) It has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (d) With respect to offers and sales outside the United States: (i) It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes, or possession or distribution of either Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required; and (ii) It will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense. (iii) The Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the Securities Act.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser proposes propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Offering Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes only only: (i) (x) to persons whom it reasonably believes are "qualified institutional buyers" ("QIBS") within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A and thator (y) to institutional "accredited investors" within the meaning of Rule 501(a)(1), in purchasing such Notes(2), are deemed to have represented and agreed as provided in the Final Memorandum (3) or (7) under the caption "Notice Act in transactions meeting the requirements of Regulation D under the Act and (ii) outside the United States to Investors"certain persons in compliance with Regulation S under the Act; (b) It is a QIB within the meaning of Rule 144A; (c) It has not and will not, not directly or indirectly, solicit offers for, or indirectly offer or sell, sell the Notes by any form of general solicitation, general advertising (as such terms are used advertising, including, but not limited to, the methods described in Regulation DRule 502(c) or in any manner involving a public offering within under the meaning of Section 4(2) of the Securities Act; and (d) With respect to offers Its execution and sales outside delivery of this Agreement and the United States: (i) It understands that no consummation of the transactions contemplated hereby have been duly authorized by all requisite action has been or on its part, and this Agreement, when executed and delivered by the Company, will be taken in any jurisdiction by the Company that would permit a public offering of the Notesits legal, or possession or distribution of either Memorandum or any other offering or publicity material relating to the Notesvalid and binding agreement, in any country or jurisdiction where action for that purpose is required; and (ii) It will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense. (iii) The Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except enforceable in accordance with Rule 144A its terms, except (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or pursuant to another exemption from similar laws effecting creditor's rights generally and general principles of equity and (b) the registration requirements rights of the Securities Actindemnity and contribution may be limited by applicable law.