such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Designated Agent in the Placement Notice (as amended by the corresponding
Acceptance, if applicable) or (ii) to the extent the Designated Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a riskless principal or in a similar capacity).
(50) Except as disclosed in the Prospectus, there are no outstanding (A) securities or obligations of the Company required
to be set forth in Exhibit 21.1 to the Companys Form 10-K for the most recent fiscal year, convertible into or exchangeable for any capital stock of or partnership interests, membership interests or
other equity interests, as the case may be, in the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or
(C) obligations of the Company to issue any securities or obligations, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options the existence of which, in each case (A), (B) and (C), is required to
be disclosed in the Registration Statement and the Prospectus and are not so disclosed.
(51) Except for the Issuer Free
Writing Prospectuses identified in Exhibit E hereto, the Company has not prepared, used or referred to, and will not, without the prior consent of the Placement Agents, prepare, use or refer to, any Free Writing Prospectus.
(52) The descriptions of legal or governmental proceedings, contracts, leases and other legal documents in the Prospectus
constitute fair and accurate summaries of such proceedings or documents, and there are no legal or governmental proceedings, contracts, leases or other documents that are known to the Company of a character required to be described in the Prospectus
or filed as exhibits to the Registration Statement which are not so described or filed; all agreements between the Company, on the one hand, and third parties, on the other, expressly referenced in the Prospectus are legal, valid and binding
obligations of the Company, and, to the Companys Knowledge, of the other parties thereto, enforceable against the Company in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles and the Company is not in breach or default under any such agreements, except to the extent that the indemnification and
contribution may be limited by federal or state securities laws and public policy considerations in respect thereof.
(53)
To the Companys knowledge the Company has no liability under any applicable environmental, health, safety or similar law or otherwise relating to any Hazardous Material (as hereinafter defined) and there are no notices of potential liability
or claims pending or, to the Companys Knowledge, threatened against the Company or concerning any of the Properties under any applicable environmental, health, safety or similar law or otherwise relating to any Hazardous Material, except for
such liabilities or claims which would not reasonably be expected to have a Material Adverse Effect; neither the Company nor, to the Companys Knowledge, any other person, has contaminated or caused conditions that threaten to contaminate any
of the Properties with Hazardous Materials, except for such contamination or threats of contamination which would not reasonably be expected to have a Material Adverse Effect; neither the Properties nor any other land ever owned by the is included
on or, to the Companys Knowledge, is proposed for inclusion on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §. 9601 et seq., or any similar
list or inventory of contaminated properties. As used herein, Hazardous Material shall mean any hazardous material, hazardous waste, hazardous substance, hazardous constituent, toxic substance, pollutant, contaminant, asbestos,
petroleum, petroleum waste, radioactive material, biohazardous material, explosive or any other material, the presence of which in the environment is prohibited, regulated, or serves as the basis of liability, as defined, listed, or regulated by any
applicable federal or state environmental law, ordinance, rule, or regulation.
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