Further Representations by Foreign Purchasers Sample Clauses

Further Representations by Foreign Purchasers. If Purchaser(s) is not a U.S. Person (as defined), such Purchaser represents that such Purchaser(s) is satisfied as to full observance of the laws of such Purchaser's jurisdiction in connection with any invitation to subscribe for the securities or any use of this Agreement, including:
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Further Representations by Foreign Purchasers. 10 4.13 No Legal Advice From Phage.................................................................................. 10
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Further Representations by Foreign Purchasers. If such Purchaser is a person who is not a resident of the United States, or is a corporation or other entity created or organized under the laws of a jurisdiction other than the United States, such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within 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, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser hereby further represents and warrants (a) that its subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of its jurisdiction and (b) that such Purchaser is not subject to any non-U.S. laws or regulations relating to the sale and purchase of the Securities or otherwise that could require the Company to register the Securities or the sale thereof under, or to make any filing pursuant to, or to take any other action under, any such laws or regulations by reason of the undersigned's purchase of the Securities.
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Further Representations by Foreign Purchasers. If a Purchaser is not a United States person, such Purchaser hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for shares of Series B Preferred Stock or any use of this Agreement, including (i) the legal requirements within his jurisdiction for the purchase of shares of Series B Preferred Stock, (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, that may be relevant to the purchase, holding, redemption, sale, or transfer of shares of Series B Preferred Stock. Such Purchaser's subscription and payment for, and his or her continued beneficial ownership of shares of Series B Preferred Stock, will not violate any applicable securities or other laws of his or her jurisdiction.
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Further Representations by Foreign Purchasers. If a Purchaser is not a United States Person, such Purchaser hereby represents that it has satisfied itself as to the observance of the laws of its jurisdiction in connection with the transactions contemplated by this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that it may need to be obtained in connection therewith and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, conversion or transfer of the Securities. Such Purchaser's subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of its jurisdiction.
Sample 1
Further Representations by Foreign Purchasers. If a Purchaser is not a United States person, such Purchaser hereby represents that such Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction that are applicable to it in connection with any invitation to subscribe for the Purchased Shares and Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Shares and Warrants that are applicable to it, (ii) any foreign exchange restrictions applicable to it with respect to such purchase, (iii) any governmental or other consents that may need to be obtained by such Purchaser, and (iv) the income tax and other tax consequences, if any, that may be relevant to such Purchaser for the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser’s subscription and payment for, and its continued beneficial ownership of the Purchased Shares and Warrants, will not violate any applicable securities or other laws of its jurisdiction that are applicable to it. For the avoidance of doubt, no Purchaser is making any representations or warranties as to the actions taken or required to be taken by the Company in connection herewith.
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Related to Further Representations by Foreign Purchasers

  • Further Representations Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Further Representation and Warranties of the Company For so long as any securities issuable hereunder held by the Investor remain outstanding, the Company acknowledges, represents, warrants and agrees that it will maintain the listing of its Common Stock on the Principal Market.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Lender’s Representations and Warranties Lender makes the following warranties and representations to CSO, all of which shall survive the execution and termination of this Agreement for any reason:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

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