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

Representations, Warranties and Covenants of the Initial Purchasers. Each of the Initial Purchasers represents, warrants and covenants to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and Sales Only to Qualified Institutional Buyers. Each Initial Purchaser understands that no action has been taken in any jurisdiction by the Issuers that would permit a public offering of the Securities in any jurisdiction where action would be required for such purpose. Each Initial Purchaser represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver any of the Securities in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in any such jurisdiction (other than in the United States). Each such offer or sale shall only be made (A) to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers (as defined in Rule 144A under the 1933 Act) or (B) to non-U.S. persons outside the United States (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for beneficial owners (other than an estate or trust) that are non-U.S. persons) to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the 1933 Act and applicable securities legislation of the relevant jurisdiction.