INVESTMENT REPRESENTATIONS OF SELLERS Sample Clauses

INVESTMENT REPRESENTATIONS OF SELLERS. Each Seller hereby, jointly and severally, represents, warrants, acknowledges and agrees as follows:
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INVESTMENT REPRESENTATIONS OF SELLERS. Each Seller represents to CDA that it is an experienced investor and is acquiring the CDA Shares for investment and not with a view to, or for resale in connection with, any distribution thereof. Accordingly, each Seller will not sell, assign or transfer the CDA Shares unless they are either registered under the Act or an exemption from such registration is available. Further, each Seller represents that it has made its own independent investigation of CDA and is not relying upon any representations of share worth, potential profitability or similar representations of CDA. Each Seller further represents that it has been afforded an opportunity to review all information, books and records, including accounting and financial records, of CDA, as well as the opportunity to ask questions of CDA's management, and is making an informed independent investment decision. Finally, each Seller is an "accredited investor" (as such term is defined in Rule 501 (a) of the Act) and is purchasing the Shares in the capacity of an accredited investor.
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INVESTMENT REPRESENTATIONS OF SELLERS. The Seller hereby represents and warrants to Buyer as follows:
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INVESTMENT REPRESENTATIONS OF SELLERS. (a) Sellers understand that the HealthStar Acquisition Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the HealthStar Acquisition Shares or an available exemption from registration under the Securities Act, the HealthStar Acquisition Shares must be held indefinitely. In particular, Sellers understand that HealthStar Acquisition Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met.
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INVESTMENT REPRESENTATIONS OF SELLERS. Sellers, jointly and severally, represent and warrant to CME as follows:
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INVESTMENT REPRESENTATIONS OF SELLERS. Each of the Sellers hereby represents and warrants to the Buyer and ISW as follows:
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INVESTMENT REPRESENTATIONS OF SELLERS. .. 22 Section 7.1. Investment Representations; Restriction on Transfer.................................. 22 Section 7.2. Disclosure of Information............................................................ 23 Section 7.3. Investment Experience................................................................ 23 Section 7.4. Restricted Securities................................................................ 23 Section 7.5.
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INVESTMENT REPRESENTATIONS OF SELLERS. Each of the Sellers, severally (and not jointly), represents, warrants and covenants to and with the Buyer that (i) the Merger Shares and Stock Consideration to be issued and delivered to the Sellers pursuant to the provisions of this Agreement will be, when issued and delivered, acquired by the Sellers for investment for the account of the Sellers and not with a view to the subsequent resale or other distribution thereof, except within the limitations prescribed under the rules and regulations under the Securities Act, or in some other manner which will not violate the registration requirements of the Securities Act or any applicable "Blue Sky" laws, and (ii) such Seller is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act.
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Related to INVESTMENT REPRESENTATIONS OF SELLERS

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of Buyer Buyer represents and warrants that:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of Servicer The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

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