Investment Representations by Purchaser Clause Samples

Investment Representations by Purchaser. Purchaser hereby represents and warrants to the Company that Purchaser (i) is an “accredited investor”, as that term is defined in Regulation D under the Securities Act, (ii) has such knowledge, skill, sophistication and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of the transactions contemplated hereby and the suitability thereof for Purchaser, (iii) is a sophisticated purchaser with respect to the Seventh Amendment Demand Notes, (iv) is able to bear the economic risk associated with the Seventh Amendment Demand Notes, (v) has had an opportunity to ask questions of the principal officers and representatives of Company and to obtain any additional information necessary to permit an evaluation of the benefits and risks associated with the investments to be made hereby, (vi) has been provided adequate information concerning the business and financial condition of Company to make an informed decision regarding the transactions contemplated hereby, (vii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of securities of the type contemplated in this Amendment, and (viii) has independently and without reliance upon Company, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Amendment, except that Purchaser has relied upon Company’s express representations and warranties in this Amendment.

Investment Representations by Purchaser. The purchase of the Shares and any Additional Stock shall be subject to the condition that, if required by the Board of Directors of the Company, in its sole discretion, the Purchaser shall make each of the following representations: (a) That Purchaser is acquiring the Shares with his own funds and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. (b) That Purchaser has no contract, undertaking, agreement or arrangement of any kind to sell, transfer or grant participations to any third person with respect to the Shares or any part thereof. (c) That Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment and is able to fend for himself in the transaction contemplated by this Agreement. That Purchaser has the ability to bear the economic risks of his investment and has been furnished with and has had access to such Information as would be made available in the form of a registration statement, together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. (d) That Purchaser is familiar with Rule 144 under the Securities Act of 1933, as amended (the "Act"), and understands that the Shares constitute "restricted securities" within the meaning of that Rule. That sale of the Shares may be made only after completing certain forms of representation letters promulgated for such sales, which may be obtained from the Secretary of the Company. That Purchaser understands that any sale of the Shares which might be made by him in reliance upon Rule 144 may be made only in limited amounts in accordance with the terms and conditions of that Rule and that he may not be able to sell the Shares at the time or in the amount Purchaser so desires. (e) Such other representations and warranties as the Company may, in its discretion, require. The parties hereby acknowledge, however, that such representations shall be deemed inapplicable to any purchase of Shares, or any part thereof, made in accordance with the terms of a registration statement covering such purchase, which has been filed and has become effective under the Act, and with respect to which no stop order suspending the effectiveness thereof has been issued.

Investment Representations by Purchaser. Purchaser acknowledges that the Company is a privately owned corporation, that the Stock has not been registered under the Securities Acts, and that the Stock cannot, therefore, be offered for sale, sold, transferred, pledged, or otherwise hypothecated except in accordance with the registration requirements of the Securities Acts (or any applicable exemptions from such requirements). Purchaser further acknowledges that Seller and the Company have made available to it such information and documents as Purchaser has deemed necessary to enter into this Agreement, that Purchaser understands the risks associated with ownership of the Stock, and that Purchaser is capable of bearing the financial risks associated therewith.