Information and Risk. (a) Such Purchaser has requested, received, reviewed and considered all information such Purchaser deems relevant in making an informed decision to purchase the Shares and Warrants. Such Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Purchaser’s satisfaction, provided that such inquiries do not impair the rights of such Purchaser to rely on the representations and warranties of the Company as set forth in Article 4.
(b) Such Purchaser recognizes that an investment in the Shares and Warrants involves a high degree of risk, including a risk of total loss of such Purchaser’s investment. Such Purchaser is able to bear the economic risk of holding the Shares and Warrants for an indefinite period or complete loss of the investment, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares and Warrants.
(c) Such Purchaser has, in connection with such Purchaser’s decision to purchase the Shares and Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the SEC Reports, and such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Shares and Warrants, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.
Information and Risk. Each Selling Stockholder is familiar with the business and operations of the Company and Holdings and has requested, received, reviewed and considered all information as it deems relevant in connection with the transactions contemplated by this Agreement. Each Selling Stockholder has had an opportunity to discuss the Company’s and Holding’s business, management, prospects and financial affairs and also had an opportunity to ask questions that were answered to such Selling Stockholder’s satisfaction. Each Selling Stockholder further acknowledges that it has not relied on any advice or recommendation from the Company or Holdings in connection with the transactions contemplated by this Agreement.
Information and Risk. (a) Such Purchaser has received and reviewed the Memorandum and has requested, received, reviewed and considered all other information relevant in making an informed decision to purchase the Securities. Such Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Purchaser’s satisfaction.
(b) Such Purchaser recognizes that an investment in the Securities involves a high degree of risk, including a risk of total loss of such Purchaser’s investment. Such Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Securities.
(c) Such Purchaser has, in connection with such Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein, the Memorandum, the SEC Documents and the other information described in Section 4.6(a), and such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.
Information and Risk. (a) Such Purchaser has received and reviewed the Memorandum and has requested, received, reviewed and considered all other information such Purchaser deems relevant in making an informed decision to purchase the Securities. Such Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with its management and also had an opportunity to ask questions of officers and employees of the Company that were answered to such Purchaser's satisfaction.
(b) Such Purchaser recognizes that an investment in the Securities involves a high degree of risk, including a risk of total loss of such Purchaser's investment. Such Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Securities.
(c) Such Purchaser has, in connection with such Purchaser's decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein or the Memorandum.
(d) Such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser's own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.
(e) Such Purchaser understands and acknowledges that nothing in the Memorandum, this Agreement, any other materials presented to the Purchaser or any communications between the Purchaser and the Placement Agent in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities.
(f) Such Purchaser acknowledges that the Placement Agent has acted solely as placement agent for the Company in connection with the offering of the Securities by the Company, that the information and data provided to such Purchaser in connection with the transactions contemplated hereby have not been subjected to independent verification by the Placement Agent, and that the Placement Agent makes no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclo...
Information and Risk. (a) The Purchaser has requested, received, reviewed and considered all information the Purchaser deems relevant in making an informed decision to purchase the Shares. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to the Purchaser’s satisfaction, provided that such inquiries do not impair the rights of the Purchaser to rely on the representations and warranties of the Company as set forth in Section 3.
(b) The Purchaser recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of the Purchaser’s investment. The Purchaser is able to bear the economic risk of holding the Shares for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares.
(c) The Purchaser has, in connection with the Purchaser’s decision to purchase Shares, not relied upon any representations or other information (whether oral or written) with respect to the Company other than as set forth in Section 3 hereof, and the Purchaser has, with respect to all matters relating to this Agreement and the sale of the Shares, relied solely upon the advice of the Purchaser’s own counsel and has not relied upon or consulted counsel to the Company.
Information and Risk. (a) Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions and receive answers of officers of the Company.
(b) Purchaser recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of such Purchaser’s investment. Such Purchaser is able to bear the economic risk of holding the Shares for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares.
(c) Purchaser has, in connection with such Purchaser’s decision to purchase the Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein, the Transaction Documents and the other information described in Section 6.4(a) hereto.
Information and Risk. (a) The Purchaser has requested, received, reviewed and considered all information the Purchaser deems relevant in making an informed decision to purchase the Shares. The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to Purchaser's satisfaction, provided that such inquiries do not impair the rights of Purchaser to rely on the representations and warranties of the Company as set forth in Section 3.
(b) Purchaser acknowledges that it is aware of the pending discussions between (i) the Company and OptiCare Health Systems, Inc. ("OptiCare"), a public company listed on the American Stock Exchange and (ii) the Company and U.S. Vision, Inc. ("USV"), a privately held company. The Company, OptiCare and USV are all controlled by Palisade Concentrated Equity Partnership, L.P. which beneficially owns approximately 90% of the Company's outstanding common stock, 88% of USV's outstanding common stock and 84% of OptiCare's outstanding Common stock (on a fully diluted basis). In both instances, the terms of acquisition have not been established and the Board of Directors of the Company has formed a special committee to consider, evaluate and negotiate such terms and to make a recommendation to it. Purchaser recognizes that there can be no assurance that the Company will come to acceptable terms with OptiCare and/or USV or, if it does come to terms, that these will prove to be beneficial acquisitions for the Company.
(c) Purchaser recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of Purchaser's investment. Purchaser is able to bear the economic risk of holding the Shares for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares.
(d) Purchaser has, in connection with Purchaser's decision to purchase Shares, not relied upon any representations or other information (whether oral or written) with respect to the Company other than as set forth in Section 3 hereof, and Purchaser has, with respect to all matters relating to this Agreement and the sale of the Shares, relied solely upon the advice of Purchaser's own counsel and has not relied upon or consulted counsel to the Company.
Information and Risk. (a) The Purchaser has reviewed the Memorandum carefully and has requested, received, reviewed and considered all other information the Purchaser deems relevant in making an informed decision to purchase the Notes. The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to the Purchaser's satisfaction.
Information and Risk. (a) The Investor has requested, received, reviewed and considered all information the Investor deems relevant in making an informed decision to purchase the shares. The Investor has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such the Investor’s satisfaction, provided that such inquiries do not impair the rights of the Investor to rely on the representations and warranties of the Company as set forth in Article 3 herein.
(b) The Investor recognizes that an investment in the shares involves a high degree of risk, including a risk of total loss of the Investor’s investment. The Investor is able to bear the economic risk of holding the shares for an indefinite period or complete loss of the investment, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the shares.
Information and Risk. PMSI has requested, received, reviewed and considered all information PMSI deems relevant in making an informed decision to enter into this Agreement. PMSI has had an opportunity to discuss Corautus’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of Corautus that were answered to PMSI’s satisfaction, provided that such inquiries do not impair the rights of PMSI to rely on the representations and warranties of Corautus as set forth in Article 7.
(a) PMSI recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of PMSI’s investment. PMSI is able to bear the economic risk of holding the Shares for an indefinite period or complete loss of the investment, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares.
(b) PMSI has, in connection with PMSI’s decision to invest in the shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of Corautus contained herein and publicly available information, and PMSI has, with respect to all matters relating to this Agreement and the offer and sale of the Shares, relied solely upon the advice of PMSI’s own counsel and has not relied upon or consulted any counsel to Corautus.
