Common use of Further Representations by Foreign Buyers Clause in Contracts

Further Representations by Foreign Buyers. If the Buyer is not a U.S. Person (as defined below), the Buyer hereby represents that it is in compliance with and in full observance of the laws of the Buyer’s jurisdiction in connection with any invitation to subscribe for the securities or any use of this Agreement, including: (i) the legal requirements of its jurisdiction for the purchase of the securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the securities. The Buyer’s subscription and payment for, and the Buyer’s continued beneficial ownership of, the securities will not violate any applicable securities or other laws of the Buyer’s jurisdiction. The term “U.S. Person” as used herein shall mean any person who is a citizen or resident of the United States or Canada, or any state, territory or possession thereof, including, but not limited to, any estate of any such person, or any corporation, partnership, trust or other entity created or existing under the laws thereof, or any entity controlled or owned by any of the foregoing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Smartire Systems Inc)

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Further Representations by Foreign Buyers. If the Buyer Buyer(s) is not a U.S. Person (as defined belowdefined), the such Buyer hereby represents that it such Buyer(s) is in compliance with and in satisfied as to full observance of the laws of the such Buyer’s 's jurisdiction in connection with any invitation to subscribe for the securities or any use of this Agreement, including: (i) the legal requirements of its such Buyer's jurisdiction for the purchase of the securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the securities. The Such Buyer’s 's subscription and payment for, and the such Buyer’s 's continued beneficial ownership of, the securities will not violate any applicable securities or other laws of the such Buyer’s 's jurisdiction. The term "U.S. Person" as used herein shall mean any person who is a citizen or resident of the United States or Canada, or any state, territory or possession thereof, including, including but not limited to, to any estate of any such person, or any corporation, partnership, trust or other entity created or existing under the laws thereof, or any entity controlled or owned by any of the foregoing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Condor Capital Inc), Securities Purchase Agreement (Jagnotes Com)

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Further Representations by Foreign Buyers. If the Buyer is not a U.S. Person (as defined below), the Buyer hereby represents that it Buyer is in compliance with and in satisfied as to full observance of the laws of the Buyer’s 's jurisdiction in connection with any invitation to subscribe for the securities or any use of this Agreement, including: (i) the legal requirements of its jurisdiction for the purchase of the securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the securities. The Buyer’s 's subscription and payment for, and the Buyer’s 's continued beneficial ownership of, the securities will not violate any applicable securities or other laws of the Buyer’s 's jurisdiction. The term "U.S. Person" as used herein shall mean any person who is a citizen or resident of the United States or Canada, or any state, territory or possession thereof, including, but not limited to, any estate of any such person, or any corporation, partnership, trust or other entity created or existing under the laws thereof, or any entity controlled or owned by any of the foregoing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Smartire Systems Inc)

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