Investment Warranties Sample Clauses

Investment Warranties. (a) The Subscriber warrants to the Company that: (i) it is an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development, so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management; and (iv) its financial condition is such that it is able to bear the risk of holding the Securities for an indefinite period of time and can bear the loss of the entire investment in such securities.
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Investment Warranties. The Company Shareholders do not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third party, with respect to the Exchange Shares. Each Company Shareholder has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to each Company Shareholder or the Company Shareholder’s Representatives pertaining to an investment in Pubco and has consulted, as each Company Shareholder has deemed advisable, with his, her or its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company Shareholder. Each Company Shareholder acknowledges that the Exchange Shares may be subject to dilution for events not under the control of the Company Shareholders. Each Company Shareholder has completed its independent inquiry and has relied fully upon the advice of legal counsel, tax, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Company Shareholders and their particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Purchaser or their respective Representatives. Each Company Shareholder acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no warranties have been made by Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that each Company Shareholder has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Pubco, or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Each Company Shareholder (A) has carefully read and fully understands this Agreement in its entirety; (B) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (C) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.
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Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and warrants that such Securityholder is either (i) an “accredited investor” as such term is defined in Regulation D promulgated under the U.S. Securities Act of 1933 (the “Securities Act”) or (ii) located outside the United States and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) in the United States have been made by NORCO in connection with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that is located outside the United States has so indicated on the signature page hereto.
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Investment Warranties. (a) that the purchase of the NetSol Shares involves a high degree of risk, including, but not limited to, the following: (i) an investment in NetSol is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in NetSol and the NetSol Shares; (ii) Sellers may not be able to liquidate their investment; (iii) transferability of NetSol Shares is extremely limited; (iv) in the event of a disposition of the NetSol Shares, Sellers' could sustain the loss of their entire investment; and, (v) NetSol has not paid any dividends on its common stock since inception and does not anticipate the payment of dividends in the foreseeable future.
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Investment Warranties. Contributor acknowledges that the offering and issuance of the OP Units to be acquired pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that FCRE OP’s and FCRE’s reliance on such exemptions is predicated in part on the accuracy and completeness of the warranties of Contributor contained herein. In furtherance thereof, Contributor warrants to the FCRE OP and FCRE as follows:
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Investment Warranties. In connection with the acquisition of the shares of common stock of Buyer (the "BUYER SHARES") as consideration for the acquisition of the Sale Shares each Seller jointly and severally represents and warrants:
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Investment Warranties. The 3D Shares are being acquired for investment in the Transferring Parties' own accounts, and, except as permitted by applicable law, not with a view to sale or resale, distribution (as that term is defined in the Act), or transfer, or to offers in connection therewith. When the 3D Shares have been issued to Design, no persons other than the Transferring Parties will have a beneficial interest therein. The Transferring Parties have received, reviewed, and had an adequate opportunity to reflect upon, ask questions about and meaningfully evaluate, all information which is required to be given to the Transferring Parties under Regulation D promulgated under the Act.
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Investment Warranties. 1.1. The Seller is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933.
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Investment Warranties. 37 2. THE COMPANY AND THE SELLER...........................................38 3. THE DORMANT COMPANIES................................................39 4. THE COMPANY AND THE LAW..............................................39 5. THE COMPANY'S ACCOUNTS AND RECORDS...................................40 6. CASH FLOW FORECAST...................................................42 7.
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Related to Investment Warranties

  • Representation and Warranties of Buyer Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties as to Preferred Stock In the case of the initial deposit of the Preferred Stock hereunder, the Company represents and warrants that such Preferred Stock and each certificate therefor are validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Preferred Stock and the issuance of Receipts.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties of Grantee The Grantee represents and warrants to the Company that:

  • Representations and Warranties Concerning Accounts With respect to the Accounts, Borrower represents and warrants to Lender: (a) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (b) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (c) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts.

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that:

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Representations and Warranties of the Dealer Manager As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:

  • Representations and Warranties of the Offerors Except as set forth on the Disclosure Schedule (as defined in Section 11.1) attached hereto, if any, the Offerors jointly and severally represent and warrant to the Placement Agents and the Purchaser as of the date hereof and as of the Closing Date as follows:

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