FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / draft-form-s3-registration-statement.docx
draft-form-s3-registration-statement.docx
1036-00002 · 12 clauses
High · 2 Medium · 0 Standard · 1
I.R.S. Employer Identification No. 52-2384761
I.R.S. Employer Identification No. 52-2384761 and FAIRWATER OPERATING PARTNERSHIP, L.P. (a Maryland limited partnership)
I.R.S. Employer Identification No. 52-2384805 High
⚑ Indemnity / guarantee obligation
I.R.S. Employer Identification No. 52-2384805 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401 (410) 555-4180 Jonathan Delacroix Executive Vice President, General Counsel & Secretary Fairwater Real Estate Investment Trust 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401 (410) 555-4180 (Name, address, including zip code, and telephone number, including area code, of agent for service)
1. To file, during any period in which offers or sales are being made, a post-effective a
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggrega
2. That, for the purpose of determining any liability under the Securities Act, each such
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securiti
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act to any purchas
4. That, for the purpose of determining liability under the Securities Act to any purchaser: (i) each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), Rule 424(b)(5), or Rule 424(
5. That, for the purpose of determining liability of the registrants under the Securities
5. That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offer
6. That, for purposes of determining any liability under the Securities Act, each filing
6. That, for purposes of determining any liability under the Securities Act, each filing of a registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration stat
7. Insofar as indemnification for liabilities arising under the Securities Act may be per High
⚑ Indemnity / guarantee obligation
7. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim f
8. Each registrant undertakes that, for purposes of determining any liability under the S
8. Each registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that ti
9. Each registrant undertakes to file any prospectus required by Section 10(a)(3) of the
9. Each registrant undertakes to file any prospectus required by Section 10(a)(3) of the Securities Act as a post-effective amendment to this registration statement or as part of a prospectus supplement filed pursuant to Rule 424(b), as appropriate, in accordance with the Securities Act and the rules and regulations promulgated thereunder.
10. Each registrant undertakes that, for the purpose of determining liability under the S Standard
⚑ Commercial term
10. Each registrant undertakes that, for the purpose of determining liability under the Securities Act, each prospectus supplement filed pursuant to Rule 424(b) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securi