Investment Intention; Sufficient Investment Expertise; Independent Investigation Sample Clauses

Investment Intention; Sufficient Investment Expertise; Independent Investigation. Buyer is acquiring the Ordinary Shares and the Intercompany Notes for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Ordinary Shares or Intercompany Notes. Buyer is able to bear the economic risk of holding the Ordinary Shares and Intercompany Notes for an indefinite period and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Ordinary Shares and Intercompany Notes. Buyer acknowledges that it has completed its own independent investigation, review and analysis of the business, assets, and results of operations, condition (financial or otherwise) of the Company, its Subsidiaries and the Ilijan Entities, as it has deemed appropriate or necessary. In entering into this Agreement, Buyer acknowledges that it has relied upon its own investigation, review and analysis and not on any factual representations of Sellers or their Representatives (except the specific representations and warranties of Sellers set forth in this Agreement or in any certificate provided by a Seller), and Buyer acknowledges that none of Sellers or any of their directors, officers, shareholders, employees, affiliates, controlling persons, or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including materials furnished in the confidential information memorandum, dated August 1, 2006, Sellers’ data room, presentations by the Company’s management and Representatives, financial projections or otherwise) provided or made available to Buyer or its directors, officers, employees, affiliates, controlling persons or Representatives.
Sample 1
AutoNDA by SimpleDocs
Investment Intention; Sufficient Investment Expertise; Independent Investigation. (a) The Buyer is acquiring the applicable Sale Shares for investment only and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Sale Shares. The Buyer is able to bear the economic risk of holding the Sale Shares for an indefinite period and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Sale Shares. (b) The Buyer acknowledges that it has completed its own independent investigation, review and analysis of the business, assets, results of operations and condition (financial or otherwise) of the Covanta Shareholder and Operator, the applicable Project Entities and the Project, as it has deemed appropriate or necessary. The Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises and records of the Covanta Shareholder and Operator, the applicable Project Entities and the Project for such purpose.
Sample 1

Related to Investment Intention; Sufficient Investment Expertise; Independent Investigation

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • 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.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Xxxxx has materially breached this IA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

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

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The 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 the Shares.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!