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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
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(ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and

(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

SECTION 2. Representations and Warranties of the Company and the Guarantors. Each of the Company and the NN Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser (it being understood and agreed that (i) whenever reference is made to the subsidiaries of the Company in this Agreement, such phrase will be understood to refer to and include the PEP Guarantors and (ii) prior to the execution of the Joinder Agreement, all references to the Guarantors with respect to PEP and its subsidiaries or to the PEP Guarantors are made to the knowledge of the Company and the NN Guarantors, after reasonable inquiry) and, upon the execution and delivery of the Joinder Agreement, each of the PEP Guarantors, jointly and severally with the Company and the NN Guarantors, represents and warrants to each Initial Purchaser that, as of the date hereof, as of the Closing Date, as of each Sale Date (as defined below) (except as disclosed in any Updated Final Offering Memorandum on such Sale Date) and as of each Settlement Date (as defined below) (references in this Section 2 to the “Offering Memorandum” are to (x) the Final Offering Memorandum in the case of representations and warranties made as of the date hereof and as of the Closing Date and (y) the most recent Updated Final Offering Memorandum in the case of representations and warranties made as of any Sale Date and Settlement Date occurring after delivery of an Updated Final Offering Memorandum):

(a) The Offering Memorandum. Neither (i) the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(b), as applicable) as of the Closing Date, nor (ii) upon and after the delivery of the first Updated Final Offering Memorandum, the most recently delivered Updated Final Offering Memorandum, as of its date and as supplemented to the applicable Sale Date, as of such Sale Date and on the Settlement Date, contains or represents any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Final Offering Memorandum, any updated Final Offering Memorandum or any amendment or supplement thereto, as the case may be, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

(b) No Registration Required. Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 1 hereof and compliance by the Initial Purchasers with their agreements set forth therein, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering

 

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