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

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement, and each Initial Purchaser hereby, severally and not jointly, represents and warrants to and agrees with the Company that: (a) They will offer and sell the Notes only to persons whom they reasonably believe 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) Each Initial Purchaser is a QIB within the meaning of Rule 144A. (c) Each Initial Purchaser has not and will not directly or indirectly, solicit offers in the United States 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.

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement, and each Initial Purchaser herebyPurchaser, severally and not jointly, hereby represents and warrants to and agrees with the Company that: (a) They it will offer and sell the Notes only to persons whom they it, or its agents, reasonably believe are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A (“QIBs”) 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) Each Initial Purchaser it is a QIB within the meaning of Rule 144A.144A and an accredited investor within the meaning of Rule 501(a) under the Act and (c) Each Initial Purchaser within the United States, it has not and will not not, directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of “general solicitation, ” or “general advertising advertising” (as such terms are used in Regulation DD under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement, and each Initial Purchaser herebyPurchaser, severally and not jointly, hereby represents and warrants to and agrees with the Issuer and the Company that: (a) They it will offer and sell the Notes only to persons whom they it, or its agents, reasonably believe are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A (“QIBs”) 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) Each Initial Purchaser it is a QIB within the meaning of Rule 144A.144A and an accredited investor within the meaning of Rule 501(a) under the Act and (c) Each Initial Purchaser within the United States, it has not and will not not, directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of “general solicitation, ” or “general advertising advertising” (as such terms are used in Regulation DD under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Representations and Warranties of the Initial Purchasers. The Each Initial Purchasers propose Pur- chaser severally and not jointly represents and warrants to, and agrees with, the Issuer that: (i) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer and sell Notes, except to offer (a) persons who it reasonably believes are “quali- fied institutional buyers” within the Notes for sale meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement, and each Initial Purchaser hereby, severally and not jointly, represents and warrants to and agrees with the Company that: ; (aii) They will offer and sell the Notes only to persons whom they reasonably believe are it is a Qualified Institutional Buyer or an institutional “qualified institutional buyersaccredited investor” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that501(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 to Investors.” Securities Act; and (biii) Each Initial Purchaser is a QIB within the meaning of Rule 144A. (c) Each Initial Purchaser it has not solicited offers for, or offered or sold, and will not directly or indirectly, solicit offers in the United States for, or offer or sellsell Notes by, the Notes by any form of general solicitationsolicitation or general advertising, general advertising (as such terms are used in- cluding but not limited to the methods described in Regulation DRule 502(c) or in any manner involving involv- ing a public offering within the meaning of Section 4(24(a)(2) of the Securities Act.