This excerpt taken from the NTY 8-K filed Sep 27, 2005.
(hh) None of the Issuers nor any of their affiliates (Affiliates) (as defined in Rule 501(b) of Regulation D under the Securities Act (Regulation D)) has,
directly or through any agent (other than the Initial Purchasers, as to which no representation is made), sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as such term is defined in the Securities Act), which is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
(ii) None of the Issuers nor any of their respective affiliates or any other person acting on their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (Regulation S) with respect to the Securities, and all such persons have complied with the offering restrictions requirement of Regulation S.
(jj) There are no holders of securities of the Issuers who, by reason of the execution by the Issuers of any of the Transaction Documents or the consummation of the transactions contemplated therein (except as contemplated by the Registration Rights Agreement), have the right to request or demand that the Issuers register under the Securities Act any securities held by them.
(kk) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Preliminary Offering Memorandum or the Final Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(ll) Since the date as of which information is given in the Final Offering Memorandum, except as otherwise expressly stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), or in the results of operations, business, management or prospects of the Company and the Subsidiaries taken as a whole, (ii) neither the Company nor any Subsidiary has incurred any material liability or obligation, direct or contingent, other than in the ordinary course of business, (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business and (iv) there has not been any change in the capital stock or long-term debt of the Company and the Subsidiaries, except in the normal course of business, or any dividend or distribution of any kind declared, paid or made by the Company or any of the Subsidiaries on any class of its capital stock.
(mm) There is and has been no failure on the part of the Company or, to the Companys knowledge, any of the Companys directors or officers, in their capacities as such, to comply with any provision of the United States Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the Sarbanes-Oxley Act), including Section 402 related to loans and Sections 302 and 906