Common use of Investment Representations of Seller Clause in Contracts

Investment Representations of Seller. Seller, including any designee of Seller, represents and warrants to Purchaser and FGC that: a. Seller understands that the FGC Shares it is acquiring pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), nor qualified under any state securities laws, and that the issuance and delivery of the FGC Shares is intended to be exempt from such registration and qualification based in part upon the representations of Seller contained herein. Seller recognizes that an investment in the FGC Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investment. b. Seller has been furnished copies of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment contemplated by this Agreement. Seller is able to bear the economic risk of its investment in FGC. d. Seller understands that it must bear the economic risk of such investment indefinitely unless the FGC Shares are registered or qualified pursuant to the Securities Act or applicable state securities laws or an exemption from such registration and qualification is available, and that FGC has no obligation to so register or qualify such shares. Seller further understands that there is no assurance that any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule is then available in connection with such sale. e. Seller is acquiring the FGC Shares solely for its own account as principal for investment and not with a view toward resale, transfer or distribution thereof or any interest therein, in whole or in part, nor with any present intention of distributing the FGC Shares. f. Seller is not relying on Purchaser or FGC with respect to the tax and other economic considerations relating to its investment in the FGC Shares. In regard to such considerations, Seller has relied on the advice of, or has consulted with, only the Seller's own advisors. g. Seller has formed an independent judgment concerning the FGC Shares.

Investment Representations of Seller. Seller(a) The TKOG Shares are being acquired by Seller for his own account, including and not for any designee other Person, for investment only and with no present intention of Sellerdistributing or reselling (and Seller will not distribute or resell) such TKOG Shares or any part thereof or interest therein in any transaction that would violate the securities laws of the United States of America, represents and warrants or any state, without prejudice, however, to Purchaser and FGC that: a. the rights of Seller understands that at all times to sell or otherwise dispose of all or any part of the FGC TKOG Shares it is acquiring pursuant to this Agreement have not been registered under an effective registration statement or applicable exemption from registration under the Securities Act of 1933and any applicable state securities law. Seller has no present contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person the TKOG Shares, any interest therein, or any part thereof, and Seller has no present plans to enter into any such contract, undertaking, agreement or arrangement. (b) Seller is an accredited investor as amended (that term is defined in Rule 501 promulgated under the "Securities Act"), nor qualified under any state securities laws, and that the issuance and delivery of the FGC Shares is intended to be exempt from such registration and qualification based in part upon the representations of Seller contained herein. Seller recognizes that an investment in the FGC Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investment. b. Seller has been furnished copies of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be that he is capable of evaluating the merits and risks of the investment contemplated by this Agreement. Seller is able to bear the economic risk of its an investment in FGC. d. Seller understands that it must bear the economic risk TKOG Common Stock. By reason of such investment indefinitely unless the FGC Shares are registered or qualified pursuant to the Securities Act or applicable state securities laws or an exemption from such registration and qualification is available, and that FGC has no obligation to so register or qualify such shares. Seller further understands that there is no assurance that any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right business or financial experience, he is a sophisticated investor who has the capacity to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule is then available protect his interest in connection with such salethe transactions contemplated hereunder and has both appropriate knowledge and experience with the current business operations and prospects of TKOG and in financial and business matters to evaluate properly the merits and risks of the TKOG Shares and the related transactions contemplated hereunder. e. (c) Seller has read this Agreement and all other documents provided by TKOG in connection herewith and fully understands the terms under which the TKOG Shares are being issued to him. TKOG and Buyer have made available to Seller the opportunity to ask questions of and receive answers from TKOG and Buyer concerning TKOG and the terms and conditions under which TKOG Shares will be issued to him and to obtain any additional information which TKOG or Buyer possesses or can acquire without unreasonable effort or expense that is acquiring necessary to verify the FGC Shares solely for its own account as principal for investment and not accuracy of information furnished in connection with a view toward resale, transfer or distribution thereof or any interest therein, in whole this Agreement or in part, nor with response to any present intention of distributing the FGC Sharesrequest for information. f. (d) Seller is not relying on Purchaser agrees that, so long as required by law, certificates evidencing the TKOG Shares and any securities issued in exchange for or FGC with in respect thereof shall bear a legend to the tax and other economic considerations relating to its investment in the FGC Shares. In regard to such considerationsfollowing effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Seller has relied on the advice ofAS AMENDED (THE "SECURITIES ACT"), or has consulted with, only the Seller's own advisorsOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. g. Seller has formed an independent judgment concerning the FGC Shares."

Investment Representations of Seller. Seller, including any designee of Seller, represents The Seller hereby acknowledges and warrants to Purchaser and FGC that: a. Seller understands that the FGC Shares shares he is individually acquiring will place him in a position with the Buyer of a majority shareholder. As a controlling and/or majority shareholder, Seller has certain fiduciary duties, right and obligations to the Buyer. Seller must comply with SEC Rules and Regulations pertaining to controlling and/or majority shareholders of public companies: (a) In evaluating the suitability of an investment in the Buyer, Seller has not relied upon any representations or other information (whether written or oral) from the Buyer, except as expressly set forth herein. Seller also acknowledges that it has relied solely upon the information contained herein and upon investigations made by it in making the decision to invest in the Buyer. (b) SELLER IS AWARE THAT AN INVESTMENT IN THE BUYER INVOLVES A HIGH DEGREE OF RISK AND HAS CAREFULLY CONSIDERED THE RISK FACTORS SET FORTH ON ANNEXURE "B" TO THIS AGREEMENT. (c) Seller recognizes that any information furnished by the Buyer does not constitute investment, accounting, tax or legal advice. Moreover, the Seller is acquiring pursuant not relying upon the Buyer with respect to this Agreement have not been registered Seller's tax and other economic circumstances in connection with its investment in Buyer. In regard to the tax and other economic considerations related to such investment, Seller has relied on the advice of, or has consulted with, only its own professional advisors. (d) Seller is aware that the capital stock of Buyer is being offered and sold by means of an exemption under the Securities Act of 1933, as amended (the "Securities Act"), nor qualified as well as exemptions under any certain state securities lawslaws for nonpublic offerings, and that it makes the issuance representations, declarations and delivery warranties as contained in this Section with the intent that the same shall be relied upon in determining its suitability as a purchaser of the FGC Shares is intended to be exempt from such registration and qualification based in part upon the representations of Seller contained herein. Seller recognizes that an investment in the FGC Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investmentBuyer capital stock. b. (e) Seller has been furnished copies is an "Accredited Investor" as defined in Rule 501 of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, Regulation D and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of an investment in the Buyer and of making an informed investment contemplated by this Agreement. decision. (f) Seller represents that it is, pursuant hereto, acquiring shares of the Buyer for investment only and without intent to resell the same, is able aware that it cannot sell or otherwise transfer the capital stock of Buyer without registration under applicable state securities laws or without an exemption therefrom, and is aware that it will be required to bear the economic risk financial risks of its investment in FGC. d. Seller understands that it must bear purchase for an indefinite period of time because, among other reasons, the economic risk capital stock of such investment indefinitely Buyer has not been registered with any regulatory authority of any State and, therefore, cannot be transferred or resold unless the FGC Shares are subsequently registered or qualified pursuant to the Securities Act or under applicable state securities laws or an exemption from such registration and qualification is available, and . Seller also understands that FGC has the Buyer is under no obligation to so register the capital stock of Buyer on its behalf or qualify such shares. Seller further understands that there is no assurance that to assist it in complying with any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified from registration under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule is then available in connection with such salesecurities laws. e. (g) Seller is acquiring purchasing the FGC Shares solely capital stock of Buyer for investment for its own account as principal for investment and not with a view toward resaleto or for sale in connection with any distribution of the capital stock of Buyer to or for the accounts of others. Seller agrees that it will not dispose of the capital stock of Buyer , transfer or distribution any portion thereof or any interest therein, in whole unless and until counsel for the Buyer shall have determined that the intended disposition is permissible and does not violate the Securities Act or in partthe rules and regulations of the Commission thereunder, nor with or the provisions of any present intention of distributing the FGC Sharesapplicable state securities laws, or any rules or regulations thereunder. f. (h) Seller recognizes that the purchase of the capital stock of Buyer is a speculative investment and any financial forecasts or other estimates which may have been made by the Buyer merely represent predictions of future events which may or may not relying occur and are based on Purchaser assumptions which may or FGC with respect may not occur. As a consequence, such financial forecasts or other estimates may not be relied upon to indicate the tax and other economic considerations relating to its investment in the FGC Shares. In regard to such considerations, Seller has relied on the advice of, or has consulted with, only the Seller's own advisorsactual results which might be attained. g. Seller has formed an independent judgment concerning the FGC Shares.

Investment Representations of Seller. SellerPursuant to Sections 1.2 and 4.2 hereof, including any designee Key will issue the Key shares to the Shareholder. In connection with this issuance, each of SellerSeller and the Shareholder acknowledges, represents and warrants to Purchaser and FGC thatagrees that : a. Seller understands that the FGC Shares it (a) The Shareholder is acquiring pursuant to this Agreement have not been registered an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (i) The Shareholder, nor through his own operations, is knowledgeable in operations of the type conducted by Key, (ii) Key has made available to Seller and the Shareholder extensive legal, financial, accounting and other business records for examination by Seller and the Shareholder, (iii) Key has made its principal executive and operating personnel available for consultation with the designated representatives of Seller and the Shareholder, (iv) Seller and the Shareholder have made an extensive investigation of Key's assets and liabilities, business and financial affairs, and operations, (v) the Shareholder is aware of the risks associated with ownership of the Key Shares, (vi) the Shareholder is capable of bearing the financial risks associated with such ownership, and (vii) while recognizing that he cannot effectively waive the protections afforded to it under the Securities Act, he regards himself as an entity of such financial capacity, sophistication, and prudence that he does not require the protections afforded to him by the Securities Act, and is relying upon his own investigation of Key in making his decision to enter into this Agreement. (c) The Key Shares have not been registered under the Securities Act, or registered or qualified under any applicable state securities laws, and that ; (d) The Key Shares are being issued to the issuance and delivery of the FGC Shares is intended to be exempt Shareholder in reliance upon exemptions from such registration or qualification requirements, and qualification based the availability of such exemptions depends in part upon the representations Shareholder's bona fide investment intent with respect to the Key Shares; (e) Seller's acquisition of the Key Shares is solely for its own account for investment, and Seller contained herein. is not acquiring the Key Shares for the account of any other person or with a view toward resale, assignment, fractionalization, or distribution thereof; (f) Seller recognizes shall not offer for sale, sell, transfer, pledge, hypothecate or otherwise dispose of any of the Key Shares except in accordance with the registration requirements of the Securities Act and applicable state securities laws or upon delivery to Key of an opinion of legal counsel reasonably satisfactory to Key that an investment in exemption from registration is available; (g) Since the FGC Key Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investment. b. Seller has have not been furnished copies of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment contemplated by this Agreement. Seller is able to bear the economic risk of its investment in FGC. d. Seller understands that it must bear the economic risk of such investment indefinitely unless the FGC Shares are registered or qualified pursuant to under the Securities Act or applicable state securities laws or laws, Seller must bear the economic risk of holding the Key Shares for an exemption from such registration and qualification is availableindefinite period of time, and that FGC has no obligation Seller is capable of bearing such risk; and (h) In addition to so register any other legends required by law or qualify such shares. Seller further understands that there is no assurance that any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule is then available other agreements entered into in connection with such saleherewith, the certificate evidencing the Key Shares will bear a conspicuous restrictive legend substantially as follows: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH OTHER STATE LAWS OR UPON DELIVERY TO THIS CORPORATION OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. e. Seller is acquiring the FGC Shares solely for its own account as principal for investment and not with a view toward resale, transfer or distribution thereof or any interest therein, in whole or in part, nor with any present intention of distributing the FGC Shares. f. Seller is not relying on Purchaser or FGC with respect to the tax and other economic considerations relating to its investment in the FGC Shares. In regard to such considerations, Seller has relied on the advice of, or has consulted with, only the Seller's own advisors. g. Seller has formed an independent judgment concerning the FGC Shares.

Investment Representations of Seller. Seller, including any designee Each of SellerSeller and the Shareholder acknowledges, represents and warrants to Purchaser and FGC thatagrees that : a. (a) Each of Seller understands that and the FGC Shares it Shareholder is acquiring pursuant to this Agreement have not been registered an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (i) Seller and the Shareholder, nor through their own operations, are knowledgeable in operations of the type conducted by Key, (ii) Key has made available to Seller and the Shareholder extensive legal, financial, accounting and other business records for examination by Seller and the Shareholder, (iii) Key has made its principal executive and operating personnel available for consultation with the designated representatives of Seller and the Shareholder, (iv) Seller and the Shareholder have made an extensive investigation of Key's assets and liabilities, business and financial affairs, and operations, (v) Seller and the Shareholder are aware of the risks associated with ownership of the Key Shares, (vi) Seller is capable of bearing the financial risks associated with such ownership, and (vii) while recognizing that it cannot effectively waive the protections afforded to it under the Securities Act, Seller regards itself as an entity of such financial capacity, sophistication, and prudence that it does not require the protections afforded to it by the Securities Act, and is relying upon its own investigation of Key in making its decision to enter into this Agreement. (c) The Key Shares have not been registered under the Securities Act, or registered or qualified under any applicable state securities laws, and that the issuance and delivery of the FGC ; (d) The Key Shares is intended are being issued to be exempt Seller in reliance upon exemptions from such registration or qualification requirements, and qualification based the availability of such exemptions depends in part upon Seller's bona fide investment intent with respect to the representations Key Shares; (e) Seller's acquisition of the Key Shares is solely for its own account for investment, and Seller contained herein. is not acquiring the Key Shares for the account of any other person or with a view toward resale, assignment, fractionalization, or distribution thereof; (f) Seller recognizes shall not offer for sale, sell, transfer, pledge, hypothecate or otherwise dispose of any of the Key Shares except in accordance with the registration requirements of the Securities Act and applicable state securities laws or upon delivery to Key of an opinion of legal counsel reasonably satisfactory to Key that an investment in exemption from registration is available; (g) Since the FGC Key Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investment. b. Seller has have not been furnished copies of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment contemplated by this Agreement. Seller is able to bear the economic risk of its investment in FGC. d. Seller understands that it must bear the economic risk of such investment indefinitely unless the FGC Shares are registered or qualified pursuant to under the Securities Act or applicable state securities laws or laws, Seller must bear the economic risk of holding the Key Shares for an exemption from such registration and qualification is availableindefinite period of time, and that FGC has no obligation to so register or qualify such shares. Seller further understands that there is no assurance that any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule is then available in connection with such sale. e. Seller is acquiring the FGC Shares solely for its own account as principal for investment and not with a view toward resale, transfer or distribution thereof or any interest therein, in whole or in part, nor with any present intention capable of distributing the FGC Shares. f. Seller is not relying on Purchaser or FGC with respect to the tax and other economic considerations relating to its investment in the FGC Shares. In regard to bearing such considerations, Seller has relied on the advice of, or has consulted with, only the Seller's own advisors. g. Seller has formed an independent judgment concerning the FGC Shares.risk; and