Buyer's Sophistication. Buyer acknowledges that the purchase of the Securities involves a high degree of risk, including the total loss of Buyer's investment. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities.
Buyer's Sophistication. Buyer (i) acknowledges that the purchase of Shares involves a high degree of risk in that the Company has no current business operations or plans and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the sale of the Shares to Buyer is not registered with the US Securities and Exchange Commission or with the securities administrator of any state; (v) that the Shares are being sold pursuant to an exemption from such registration requirements; and (vi) the Shares are “restricted securities” that will bear a restrictive legend prohibiting their further transfer without registration or any exemption therefrom.
Buyer's Sophistication. Buyer is an accredited investor, as defined in Rule 501 pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Buyer (i) acknowledges that the purchase of Shares involves a high degree of risk in that the Company has no current business operations or plans and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the sale of the Shares to Buyer is not registered with the US Securities and Exchange Commission or with the securities administrator of any state; (v) that the Shares are being sold pursuant to an exemption from such registration requirements; and (vi) the Shares are “restricted securities” that will bear a restrictive legend prohibiting their further transfer without registration or any exemption therefrom. Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by Buyer or its advisors. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. At no time was Buyer presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Buyer is not purchasing the Shares acquired by Buyer hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Shares acquired by Buyer hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement. Buyer is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment...
Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the Purchased Securities. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that none of the Seller or the Company (or their agents or representatives) has made any representation or warranty as to the Company, any Company Subsidiary, or their prospects (financial or otherwise), except as expressly set forth in this Agreement. Except as otherwise set forth in this Agreement, the Indemnification Agreement or the Tax Sharing Agreement, it is therefore expressly understood and agreed that Buyer accepts the condition of the properties of the Company and the Company Subsidiaries "AS IS, WHERE IS" without any representation, warranty or guarantee, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property.
Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that none of Parent, SILLC nor the Company (or their agents or representatives) has made any representation or warranty as to SILLC, the Company, any Company Subsidiary, or their prospects (financial or otherwise), except as expressly set forth in this Agreement. Except as otherwise set forth in this Agreement, the Indemnification Agreement and the Stock Purchase Agreement (as defined in Section 9.14) or the Tax Sharing Agreement, it is therefore expressly understood and agreed that Buyer accepts the condition of the properties of SILLC, of the Company and the Company Subsidiaries "AS IS, WHERE IS" without any representation, warranty or guarantee, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property.
Buyer's Sophistication. Buyer (i) acknowledges that the purchase of Shares involves a high degree of risk in that the Company has no current business operations or plans and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;
Buyer's Sophistication. In connection with its decision to purchase the Shares, Buyer, on behalf of itself and its Affiliates and related parties, acknowledges, understands and agrees that Buyer and its members are sophisticated parties with such knowledge and experience in business matters that they appreciate the merits and risks of purchasing the Shares and consummating the Transaction on the terms and conditions set forth herein.
Buyer's Sophistication. The Buyer, with the assistance of its professional advisors, has such knowledge and experience in financial and business matters that Buyer is capable of evaluating and has evaluated the merits and risks of this purchase of the Purchased Stock for Buyer's own account.
Buyer's Sophistication. Both Buyer and Seller (i) acknowledge that the exchange or purchase of Shares involves a high degree of risk in that the Companies has have limited business operations and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) bas such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the exchange or sale of the Shares to Buyerand Seller are not registered with the U.S. Securities and Ex- change Commission or with the securities administrator of any state; (v) that the Shares are being exchanged or sold pursuant to an exemption from such registration requirements; and (vi) the Shares are "restricted securities" that will bear a restrictive legend prohibiting their further transfer without registration or any exemption therefrom.
Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Buyer acknowledges that in entering into this Agreement, Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by any of Seller, the Parent Affiliates or the DAP Entities (or any of their respective agents or representatives), which are not expressly set forth in writing in this Agreement.
