Independent Investigation and Advisors Sample Clauses

Independent Investigation and Advisors. Purchaser confirms that -------------------------------------- (a) Purchaser has received, reviewed, and understands the financial statements included in the SEC Reports; (b) Purchaser has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Purchaser deems necessary or appropriate in determining to make an investment in the Shares, and (c) Purchaser is purchasing the Shares without any offering memoranda or prospectus of any kind, other than the SEC Reports. Purchaser represents and warrants that in making the decision to acquire the Shares Purchaser has relied upon its own independent investigation of the Company, GDRIL, Global Diamond-SA and Nabas Diamonds and the independent investigations of the Company, GDRIL, Global Diamond-SA and Nabas Diamonds by Purchaser's representatives, including Purchaser's own professional legal, tax, mining and investment advisors, and (d) Purchaser and Purchaser's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, GDRIL, Global Diamond-SA and Nabas Diamonds, or person(s) acting on their behalf, concerning the terms and conditions of acquisition by Purchaser of the Shares and any other matters concerning an investment in the Shares, and to obtain any additional information Purchaser deems necessary or appropriate to verify the accuracy of the information provided.
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Independent Investigation and Advisors. Purchaser confirms that (i) Purchaser has received, reviewed, understands and has fully considered for purposes of Purchaser's acquisition of the Shares the Company's Memorandum and organizational documents, (ii) Purchaser has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Purchaser deems necessary or appropriate in determining to make an investment in the Company; (iii) the Company has limited financial resources and will need sources of capital, in addition to the proceeds from the sale of the Shares under this Agreement, to implement its current business plan, the availability of which is uncertain and cannot be assured, and (iv) the Shares are highly speculative investments with a high degree of risk of loss by Purchaser of his investment therein. Purchaser represents and warrants that in making the decision to acquire the Shares, it has relied upon its own independent investigation of the Company and the independent investigations of the Company by its representatives, including his own professional legal, tax, and business advisors, and that Purchaser and its representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by Purchaser of the Shares and any other matters concerning an investment in the Company, and to obtain any additional information Purchaser deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Subscriber represents and warrants that in making the decision to acquire the Note, Subscriber has relied upon his independent investigation of the Company and those of Subscriber’s representatives, including Subscriber’s own professional legal, tax, business and advisors, and that Subscriber and Subscriber’s representatives have been given the opportunity to examine all relevant documents and to ask questions of and receive answers from the Company, or person(s) acting on its behalf concerning the terms and conditions of Subscriber’s purchase of the Stock and any other matters concerning an investment in the Company, and to obtain any additional information Subscriber deemed necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Subscriber represents -------------------------------------- and warrants that in making the decision to purchase the Stock, Subscriber has relied upon his independent investigation of the Company and those of Subscriber's representatives, including Subscriber's own professional legal, tax, business and advisors, and that Subscriber and Subscriber's representatives have been given the opportunity to examine all relevant documents and to ask questions of and receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of Subscriber's purchase of the Stock and any other matters concerning an investment in the Company, and to obtain any additional information Subscriber deemed necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Imperial confirms that it -------------------------------------- has received, reviewed, understands and has fully considered (including, without limitation, the financial statements contained therein) for purposes of its acquisition of the Sold Shares, the LRI Disclosure Reports. Imperial represents and warrants that in making the decision to acquire the Sold Shares, it has relied upon its own independent investigation of the Sold Companies and the independent investigation by its representatives, including its own professional legal, tax, and business advisors, and that it and its representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from LRI, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by Imperial of the Sold Shares and any other matters concerning an investment in the Sold Companies, and to obtain any additional information Imperial deems necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Investor confirms that (a) Investor has received, reviewed, and understands the financial statements included in the SEC filings referred to in Section 2.15; (b) Investor has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Investor deems necessary or appropriate in determining to make an investment in the Company, and (c) Investor is purchasing the Series B Preferred Stock without any offering memoranda or prospectus of any kind, other than the aforementioned SEC filings. Investor represents and warrants that in making the decision to acquire the Series B Preferred Stock, Investor has relied upon its own independent investigation of the Company and the independent investigations of the Company by Investor's representatives, including the Purchaser's own professional accounting advisers, ATAG Xxxxxx & Young (Geneva), and legal advisers, Pillsbury, Madison & Sutro LLP, and (d) Investor and Investor's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by the Purchaser of the Series B Preferred Stock and any other matters concerning an investment in the Company, and to obtain any additional information Investor deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Investor confirms that (a) -------------------------------------- Investor has received, reviewed, and understands the financial statements included in the SEC filings referred to in Section 2.15; (b) Investor has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Investor deems necessary or appropriate in determining to make an investment in the Company, and (c) Investor is purchasing the Series C Preferred Stock without any offering memoranda or prospectus of any kind, other than the aforementioned SEC filings. Investor represents and warrants that in making the decision to acquire the Series C Preferred Stock, Investor has relied upon, apart from the representations and warranties of the Company, its own independent investigation of the Company, and (d) Investor and Investor's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by the Investor of the Series C Preferred Stock and any other matters concerning an investment in the Company, and to obtain any additional information Investor deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
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Related to Independent Investigation and Advisors

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Buyer that:

  • Experts, Advisers and Agents The Trustee may: (a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.

  • Investigation; No Other Representations (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Engagement of Independent Review Organization Within 60 days after the Effective Date, Xx. Xxxxxxxx shall engage an individual or entity, such as an accounting, auditing, or consulting firm (hereinafter “Independent Review Organization” or “IRO”), to perform the reviews listed in this Section III.C. The applicable requirements relating to the IRO are outlined in Appendix A to this IA, which is incorporated by reference.‌

  • Representation and costs It is hereby acknowledged by each of the parties hereto that the Company's Counsel acts solely for the Company, and, correspondingly, that the Subscriber has been required by each of the Company's Counsel and the Company to obtain independent legal advice with respect to the Subscriber's review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the parties hereto that the Company's Counsel, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Company and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Company for certain of such persons to act in a similar capacity while acting for the Company as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each party hereto to the role and capacity of the Company's Counsel and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, the Company's Counsel, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any party hereto is in any way affected or uncomfortable with any such capacity or representation. Each party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Company's Counsel, shall be at the cost of the Company.

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