This excerpt taken from the SPG 8-K filed May 11, 2009.
SECTION 1. Representations and Warranties.
(a) Representations and Warranties by the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally, represent and warrant to each Underwriter, as of the date hereof, as of the Applicable Time, as of the Closing Time (as defined in Section 2(b) below) and as of each Additional Closing Time (as defined in Section 2(a) below), if any (in each case, a Representation Date), and agree with each Underwriter, as follows:
(1) Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made or will make any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, each of the Company and the Operating Partnership was and is a well-known seasoned issuer as defined in Rule 405 of the 1933 Act Regulations (Rule 405), including not having been and not being an ineligible issuer as defined in Rule 405. The Registration Statement is an automatic shelf registration statement, as defined in Rule 405, and the 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. Neither the Company nor the Operating Partnership has received from the Commission any notice pursuant to Rule 401(g)(2) of