Agreements of Purchaser. (a) The Purchaser will not commingle any of its assets with those of the Seller or the ultimate parent of the Purchaser.
(b) The Purchaser will maintain separate corporate records and books of account from those of the Seller or the ultimate parent of the Purchaser.
(c) The Purchaser will conduct its business from an office separate from the Seller or the ultimate parent of the Purchaser.
Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us and based on the financial statements referred to in the Credit Agreement and such other documents and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Agreement. You also acknowledge that you will, independently and without reliance upon us and based on such documents and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Agreement.
Agreements of Purchaser. Participant acknowledges that it has, independently and without reliance upon Grantor and based on the financial statements referred to in each of the Credit Agreements and such other documents and information as Participant has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Participant acknowledges that it will, independently and without reliance upon Grantor and based on such documents and information as Participant shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Participant further acknowledges that except as expressly set forth in this Agreement, Grantor and its respective directors, officers, employees, representatives and controlling persons, make no representation or warranty to Participant, express or implied, with respect to the Borrowers or the accuracy, completeness or adequacy of the information disclosed by Grantor, or of any other information relating to the Borrowers, nor shall any of the foregoing persons be liable for any loss or damages of any kind suffered or incurred by Participant resulting from the use of any such information provided to Participant or otherwise reviewed and/or utilized by Participant.
Agreements of Purchaser. Each Purchaser covenants and agrees with the Company that:
(a) Such Purchaser will not offer, sell, assign, hypothecate or otherwise transfer the Convertible Notes except (i) pursuant to an effective registration statement under the Securities Act of 1933 (the "Act"), (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in offshore transactions within the meaning and meeting the requirements of Rule 903 under the Act.
(b) Such Purchaser will not offer, sell, assign, hypothecate or otherwise transfer any Shares issued upon conversion of the Convertible Notes except (i) pursuant to an effective registration statement under the Act; (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in an offshore transaction within the meaning and meeting the requirements of Rule 903 under the Act.
(c) Such Purchaser is an "accredited investor" within the meaning of Rule 501 under the Act.
(d) During the period that the Company is prohibited from making an optional redemption under Section 1 of the Convertible Note, so long as a Purchaser holds a Convertible Note, such Purchaser shall not undertake any form of short sale, derivative or other transaction which has the effect of taking a "short position" in the Common Stock of the Company to hedge such Purchaser's investment in the Company, provided, however, that no affiliate of any Purchaser shall be subject to the provisions of this subsection 3(d). The covenant contained in this Section 3(d) shall be, subject to the limitations contained herein, binding on any holder of a Convertible Note.
(e) Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by such Purchaser to pay the purchase price of the Convertible Notes to be purchased by it hereunder:
(i) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan all plans, maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or employee organization, with respect to which the amount of the general account reserves and liabilit...
Agreements of Purchaser. 19 Section 6.15 Counterparts........................................19 Exhibits Form of First-Tier Initial Assignment ...............................Exhibit A-1 Form of First-Tier Subsequent Assignment ............................Exhibit A-2 Schedule of Initial Receivables .......................................Exhibit B Schedules
Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us, and based on your review of the NPA and such other financial statements, documents, and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Participation Agreement. You also acknowledge that you will, independently and without reliance upon us, and based on such financial statements, documents, and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Participation Agreement. You acknowledge that we have advised you that your interest in these transactions and your rights under the NPA and its related documents may not be the same from your Participation as they would be if you had executed such documents as a party. You acknowledge that we may, in our sole discretion, assign or sell other participations with respect to our Note or Notes. You agree to accept any Conversion Shares or securities issued in lieu thereof subject to the terms and restrictions set forth in the NPA and such other restrictions as may apply to us with respect to our Conversion Shares.
Agreements of Purchaser. You covenant and agree with the Company that:
(a) You will not offer, sell, assign, hypothecate or otherwise transfer the Convertible Note except (i) pursuant to an effective registration statement under the Securities Act of 1933 (the "Act"), (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in offshore transactions within the meaning and meeting the requirements of Rule 903 under the Act.
(b) You will not offer, sell, assign, hypothecate or otherwise transfer any Shares issued upon conversion, repurchase or payment of the Convertible Note or pursuant to this Agreement except (i) pursuant to an effective registration statement under the Act; (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in an offshore transaction within the meaning and meeting the requirements of Rule 903 under the Act.
(c) You are an "accredited investor" within the meaning of Rule 501 under the Act.
Agreements of Purchaser. You covenant and agree with the Company that:
(a) You will not offer, sell, assign, hypothecate or otherwise transfer the Convertible Note except (i) pursuant to an effective registration statement under the Act, (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in offshore transactions within the meaning and meeting the requirements of Rule 903 under the Act.
(b) You will not offer, sell, assign, hypothecate or otherwise transfer any Shares issued upon conversion of the Convertible Note except (i) pursuant to an effective registration statement under the Act; (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) irl an offshore transaction within the meaning and meeting the requirements of Rule 903 under the Act.
Agreements of Purchaser. 8 .1 EFFORTS TO OBTAIN REGULATORY AND OTHER APPROVALS Purchaser agrees to use its best efforts to obtain as promptly as possible the regulatory approvals referred to in Section 6.1. Purchaser will provide all information reasonably required to be submitted by Seller in connection with such approvals. Purchaser shall use its best efforts to file all its applications for regulatory approval within 30 days after the signing of this Agreement.
Agreements of Purchaser. Purchaser agrees with the Corporation as follows:
8.1 Transfer of the Notes. Purchaser will not attempt to sell, transfer, convey, exchange, or otherwise dispose of all or any part of the Notes, except in accordance with applicable law.
