Investment Intent of Buyer. The Shares to be acquired under this Agreement will be acquired by Buyer for its own account and not for the purpose of a distribution. Buyer confirms that it has been afforded the opportunity to ask questions and receive answers regarding the Company and the Subsidiaries and has reviewed the data and information it requested from Seller and the Company in connection with this Agreement. Buyer will refrain from transferring or otherwise disposing of any of the Shares acquired by it, or any interest therein, in such manner as to violate any registration provision of the Securities Act of 1933, as amended, or any applicable state securities law regulating the disposition thereof. Buyer agrees that the certificates representing the Shares may bear legends to the effect that the Shares have not been registered under the Securities Act of 1933, as amended, or such other state securities laws, and that no interest therein may be transferred or otherwise disposed of in violation of the provisions thereof.
Investment Intent of Buyer. The Shares to be acquired under this Agreement will be acquired by Buyer for its own account and not for the purpose of a distribution. Buyer will refrain from transferring or otherwise disposing of any of the Shares acquired by it, or any interest therein, in such manner as to violate any registration provision of the Securities Act of 1933, as amended, or any applicable state securities law regulating the disposition thereof. Buyer agrees that the certificates representing the Shares may bear legends to the effect that the Shares have not been registered under the Securities Act of 1933, as amended, or such other state securities laws, and that no interest therein may be transferred or otherwise disposed of in violation of the provisions thereof.
Investment Intent of Buyer. Buyer is acquiring the Shares pursuant to this Agreement for its own account for investment purposes only, and not with the view to or in connection with any distribution thereof.
Investment Intent of Buyer. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares. Buyer is acquiring the Shares pursuant to this Agreement for its own account for investment purposes only, and not with the view to or in connection with any distribution thereof. Buyer acknowledges and agrees that the Transferred Companies, the Shares, the Minority Interests and the Business are being sold “as is”, except as expressly set forth in this Agreement. Buyer acknowledges that Parent makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Transferred Companies, the Non-Controlled Companies or the Business or the future business and operations of the Transferred Companies, the Non-Controlled Companies or the Business; or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Transferred Companies, the Non-Controlled Companies, the Shares, the Minority Interests or the Business. The parties agree that the term “made available” or “delivered” with respect to any information or document shall mean that such information or document was, prior to the date of this Agreement, (A) included in the electronic data room of Parent related to the transactions contemplated by this Agreement and to which Buyer and its Representatives were given access prior to the date of this Agreement, (B) included in the Disclosure Letter or (C) otherwise provided to Buyer or its Representatives in writing.
Investment Intent of Buyer. Buyer understands that the offer and sale of the Purchased Shares have not been registered under the Securities Act. Buyer also understands that the Purchased Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Buyer's representations contained in this Agreement. Taking into account its personnel and resources, Buyer is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchased Shares. Buyer is acquiring the Purchased Shares for its own account for investment only and with no present intention of distributing any of the Purchased Shares and has no arrangement or understanding with any other persons regarding the distribution of the Purchased Shares. Buyer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchased Shares except in compliance with the Securities Act and applicable state securities laws, the rules and regulations promulgated thereunder and the terms and conditions hereof. Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
Investment Intent of Buyer. Buyer is acquiring the Shares hereunder for its own account for investment and not with a view to the distribution thereof. Buyer and AMG acknowledge that they have received from Seller, and carefully reviewed, all relevant information regarding the Shares, the Company and its Subsidiary.
Investment Intent of Buyer. The Shares, Units and Surplus Notes will be acquired by Buyer for its own account and not for the purpose of a distribution. Buyer will refrain from transferring or otherwise disposing of any of the Shares, Units or Surplus Notes acquired by it, or any interest therein, in such manner as to violate any registration provision of the Securities Act of 1933, as amended. Buyer agrees that the certificates representing the Shares, Units or Surplus Notes may bear legends to the effect that the Shares, Units and Surplus Notes have not been registered under the Securities Act of 1933, as amended, and that no interest therein may be transferred or otherwise disposed of in violation of the provisions thereof.
Investment Intent of Buyer. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares. Buyer is acquiring the Shares pursuant to this Agreement for its own account for investment purposes only, and not with the view to or in connection with any distribution thereof. Buyer acknowledges and agrees that the Transferred Companies, the Shares and Business are being sold “as is”, except as expressly set forth in this Agreement. Buyer acknowledges and agrees that it has conducted its own independent inspection, examination and determination with respect to the Shares, the Business, the Business Assets and the condition of the Transferred Companies (financial, Tax or otherwise). Without limiting the generality of the foregoing, Buyer acknowledges that Parent makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Transferred Companies or the Business or the future business and operations of the Transferred Companies or the Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its representatives with respect to the Transferred Companies, the Shares or the Business.
Investment Intent of Buyer. Buyer will refrain from transferring or otherwise disposing of any of the Shares acquired by it, or any interest therein, in such manner as to violate any registration provision of the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer agrees that the certificates representing the Shares may bear legends to the effect that the Shares have not been registered under the Securities Act or such other state securities laws, and that no interest therein may be transferred or otherwise disposed of in violation of the provisions thereof.
Investment Intent of Buyer. The Shares to be acquired under this Agreement will be acquired by Buyer for its own account and not for the purpose of a distribution. Buyer confirms that it has been afforded the opportunity to ask questions and receive answers regarding the Company and the Subsidiaries and has reviewed the data and information it requested from Sellers and the Company in connection with this Agreement.
