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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


(each, a “Company Additional Written Communication”), when taken together with the Final Offering Memorandum and the most recent Updated Final Offering Memorandum did not as of the date hereof, and at the Closing Date, any Sale Date or the related Settlement Date will not, contain any untrue statement of a material fact or omit 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 that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in any Company Additional Written Communication.

(g) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the NN Guarantors.

(h) The Initial Indenture. The Initial Indenture has been duly authorized by the Company and each of the NN Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and each of the NN Guarantors and will constitute a valid and binding agreement of the Company and each of the NN Guarantors, enforceable against the Company and each of the NN Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(i) The Supplemental Indenture. On or prior to the Closing Date, the Supplemental Indenture will have been duly authorized by the PEP Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and binding agreement of the PEP Guarantors, enforceable against the PEP Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j) The Registration Rights Agreement. The Registration Rights Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, and will constitute a valid and binding agreement of, the Company and each of the NN Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification may be limited by applicable law.

(k) The Notes and the Guarantees. The Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Initial Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Initial Indenture and delivered to and paid for by the Initial Purchasers as provided in this Agreement, will constitute valid and binding obligations

 

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