Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter as of the date hereof, the Applicable Time (as defined above), and the time of purchase and each additional time of purchase, if any, that: (a) Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings. (1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Act and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. (2) The Original Registration Statement became effective upon filing under Rule 462(e) under the Act (“Rule 462(e)”) on September 15, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under the Act) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the Act, at the date of this Agreement and at the time of purchase and each additional time of purchase, if any, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if any, complied and will comply, in all material respects with the requirements of the Act and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act; (3) As of the Applicable Time, the time of purchase and each additional time of purchase, if any, the Disclosure Package did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. (4) Each Prospectus delivered to the Underwriter and used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, as of the Applicable Time (as defined above)referred to in Section 1.A hereof, and as of the time of purchase and each additional time of purchase, if anyClosing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Transaction Entities or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (CD) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company Transaction Entities on a Rule 405 “automatic shelf registration statement”. The Company .” Neither of the Transaction Entities has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Transaction Entities or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, each of the Company Transaction Entities was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) . The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 15August 31, 20062012, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any the Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyClosing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act, the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyClosing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the Act;Act and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations.
(3) . As of the Applicable TimeTime (as defined below) and the Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule III hereto and the Statutory Prospectus (as defined below), considered together (collectively, the time of purchase and each additional time of purchase“General Disclosure Package”), if anynor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package did not and will not include Package, included any untrue statement of a material fact or omit omitted to state any 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, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) . The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 154, 20062009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the ActAct and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations;
(3) . As of the Applicable TimeTime (as defined below) and each Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time Statutory Prospectus (as defined below) and the information to be conveyed orally by the underwriters to purchasers of purchase and each additional time of purchasethe Offered Securities at the Applicable Time as set forth in Schedule V hereto, if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, as of the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Transaction Entities or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (CD) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company Transaction Entities on a Rule 405 “automatic shelf registration statement”. The Company .” Neither of the Transaction Entities has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Transaction Entities or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, each of the Company Transaction Entities was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 15August 31, 20062012, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any the Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the ActAct and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations;
(3) As of the Applicable TimeTime (as defined below) and each Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time Statutory Prospectus (as defined below) and the information to be conveyed orally by the underwriters to purchasers of purchase and each additional time of purchasethe Offered Securities at the Applicable Time as set forth in Schedule V hereto, if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any 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, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, as of the Applicable Time (as defined above)referred to in Section 1.A hereof, and as of the time of purchase and each additional time of purchase, if anyClosing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company, the Operating Partnership or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (CD) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Operating Partnership on a Rule 405 “automatic shelf registration statement”. The .” Neither the Company nor the Operating Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Company, the Operating Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, each of the Company and the Operating Partnership was not and is not an “ineligible an“ineligible issuer,” as defined in Rule 405.
(2) . The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 4, 2009, Amendment No. 1 became effective upon filing under Rule 462(e) on November 15, 20062010, and any other post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any the Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyClosing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act, the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyClosing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the Act;Act and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations.
(3) . As of the Applicable TimeTime (as defined below) and the Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule III hereto and the Statutory Prospectus (as defined below), considered together (collectively, the time of purchase and each additional time of purchase“General Disclosure Package”), if anynor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package did not and will not include Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇E▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 15, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under of the Securities Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the ActAct and the Securities Act Regulations;
(3) As of the Applicable TimeTime (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time of purchase and each additional time of purchaseStatutory Prospectus (as defined below), if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163“) and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 154, 20062009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the ActAct and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations;
(3) As of the Applicable TimeTime (as defined below) and each Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time Statutory Prospectus (as defined below) and the information to be conveyed orally by the underwriters to purchasers of purchase and each additional time of purchasethe Offered Securities at the Applicable Time as set forth in Schedule V hereto, if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 15, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the ActAct and the Securities Act Regulations;
(3) As of the Applicable TimeTime (as defined below) and each Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time of purchase and each additional time of purchaseStatutory Prospectus (as defined below), if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, as of the Applicable Time (as defined above)referred to in Section 1.A hereof, and the time as of purchase and each additional time of purchase, if anyrespective Closing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Transaction Entities or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (CD) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company Transaction Entities on a Rule 405 “automatic shelf registration statement”. The Company .” Neither of the Transaction Entities has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Transaction Entities or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, each of the Company Transaction Entities was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 15August 31, 20062012, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any the Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyrelevant Closing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the Act;Act and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations.
(3) As of the Applicable TimeTime (as defined below) and each Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule IV hereto, the time Statutory Prospectus (as defined below) and the information to be conveyed orally by the underwriters to purchasers of purchase and each additional time of purchasethe Offered Securities at the Applicable Time as set forth in Schedule V hereto, if anyall considered together (collectively, the “General Disclosure Package did not and will not include Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any 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, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter several Underwriters as of the date hereof, as of the Applicable Time (as defined above)referred to in Section 1.A hereof, and as of the time of purchase and each additional time of purchase, if anyClosing Date referred to in Section 2 hereof, that:
(a) A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company, the Operating Partnership or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under of the ActSecurities Act Regulations) made any offer relating to the Shares Offered Securities in reliance on the exemption of Rule 163 under of the Securities Act Regulations (“Rule 163”) and (CD) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the SharesOffered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Operating Partnership on a Rule 405 “automatic shelf registration statement”. The .” Neither the Company nor the Operating Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Company, the Operating Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares Securities Act Regulations) of the Offered Securities and at the date hereof, each of the Company and the Operating Partnership was not and is not an “ineligible an“ineligible issuer,” as defined in Rule 405.
(2) . The Original Registration Statement became effective upon filing under Rule 462(e) under of the Securities Act Regulations (“Rule 462(e)”) on September 4, 2009, Amendment No. 1 became effective upon filing under Rule 462(e) on November 15, 20062010, and any other post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under of the ActSecurities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any the Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter Underwriters pursuant to Rule 430B(f)(2) under of the ActSecurities Act Regulations, at the date of this Agreement and at the time of purchase and each additional time of purchase, if anyClosing Date, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act, the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if anyClosing Date, complied and will comply, in all material respects with the requirements of the Act and the Securities Act Regulations and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each preliminary prospectus and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under of the ActSecurities Act Regulations, complied when so filed in all material respects with the Act;Act and the Securities Act Regulations. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 of the Securities Act Regulations.
(3) . As of the Applicable TimeTime (as defined below) and the Closing Date, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) identified on Schedule III hereto and the Statutory Prospectus (as defined below), considered together (collectively, the time of purchase and each additional time of purchase“General Disclosure Package”), if anynor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package did not and will not include Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and As used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.subsection and elsewhere in this Agreement:
Appears in 1 contract
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter as of the date hereof, the Applicable Time (as defined above), and the time of purchase and each additional time of purchase, if any, that:
(a) Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time of filing the Company most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company, the Operating Partnership or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Act and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Operating Partnership on a Rule 405 “automatic shelf registration statement”. The Neither the Company nor the Operating Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company Company, the Operating Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act Act) of the Shares and at the date hereof, each of the Company and the Operating Partnership was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under the Act (“Rule 462(e)”) on September 4, 2009, and Amendment No. 1 became effective upon filing under Rule 462(e) on November 15, 20062010, and any other post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under the Act) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163. At the respective times the Original Registration Statement, any Registration Statement and any amendment thereto became effective, at the deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the Act, at the date of this Agreement and at the time of purchase and each additional time of purchase, if any, the Registration Statement and any amendments or supplements thereto complied and will comply, in all material respects with the requirements of the Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any further amendments or supplements thereto, at the time the Prospectus or such amendment or supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the time of purchase and each additional time of purchase, if any, complied and will comply, in all material respects with the requirements of the Act and did not, and any amendment thereto will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act;. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, are satisfied, and the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Act.
(3) As of the Applicable Time, Time and the time of purchase and each additional time of purchase, if any, the Disclosure Package did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Issuer notified or notifies the Underwriter as described in Section 4(i), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in subsections (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and/or the Operating Partnership by the Underwriter expressly for use therein.
(4) Each Prospectus delivered to the Underwriter and used in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T under the Act.
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