Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
Buyer’s Representations and Warranties. Each Buyer severally (and not jointly) represents and warrants to the Company solely as to such Buyer that:
Buyer’s Representations and Warranties. Each Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:
Buyer’s Representations and Warranties. Each Buyer represents and warrants with respect to only itself that:
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:
Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows:
Buyer’s Representations and Warranties. Buyer represents and warrants that:
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that as of the date hereof and as of the Commencement Date:
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:
i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention.
ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx.
iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities.
iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.
v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/...
Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that:
(a) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party.
(b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject.
(i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and
(ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party.
(d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10.
(e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of...
