Knowledge of the Purchaser. Such Purchaser (a) is knowledgeable with respect to the financial, tax and business aspects of ownership of the Notes and the securities into which they may be converted and of the business of the Company and (b) can bear the economic risk of an investment in the Notes including the complete loss thereof. By virtue of his or its own knowledge and experience in financial and business matters, such Purchaser is capable of evaluating the merits and risks of making this investment. Such Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act as a result of:
(i) A bank defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act") or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(3) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets greater than $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets greater than $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
(ii) A private business development company as defined in Section 202(a)(22) of the Investment Adviser Act of 1940.
(iii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets greater than $5 million.
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Knowledge of the Purchaser. Warranty Claims (other than Tax Claims) shall be excluded if and to the extent that the facts on which the Warranty Claim is based have been Disclosed.
Knowledge of the Purchaser. Such Purchaser (a) is knowledgeable with respect to the financial, tax and business aspects of ownership of the Notes and the securities into which they may be converted and of the business of the Company and (b) can bear the economic risk of an investment in the Notes including the complete loss thereof. By virtue of his or its own knowledge and experience in financial and business matters, such Purchaser is capable of evaluating the merits and risks of making this investment. Such Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.
Knowledge of the Purchaser. To the extent representations and warranties are made in this Article IV "to the best knowledge" of the Purchaser, the Purchaser shall only have liability for claims arising pursuant to this Article IV if any of the current officers and directors of the Purchaser knew that the representation was false.
Knowledge of the Purchaser. The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser has relied solely upon its own knowledge of the business, results of operations and prospects of the Companies and/or Branches; and (b) the “As Is, Where Is” basis, as expressly set forth in Section 8 of this Agreement.
Knowledge of the Purchaser. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Purchasers, it shall be deemed to refer to the knowledge of Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx and the knowledge either of them would have had if he had conducted a diligent inquiry into the relevant subject matter. Each of Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx confirm that they have made due and diligent inquiry of such Persons (including appropriate officers of Impark) as he considers necessary as to the matters that are the subject of such representations and warranties.
Knowledge of the Purchaser. As of the date hereof and to the Purchaser’s knowledge, there are no breach of this Agreement.
Knowledge of the Purchaser. “knowledge of the Purchaser” shall mean the actual knowledge of any of Xxxxx Xxxx and Xxxxx Xxxxxx, after reasonable due inquiry of their direct reports.
Knowledge of the Purchaser. The Seller agrees that the rights and remedies of the Purchaser in relation to any of the Warranties shall not be affected or limited by any investigation made or to be made by or on behalf of the Purchaser in relation to the Company or any of the Subsidiaries other than in respect of any information which is Disclosed or of which the Purchaser has actual knowledge.
Knowledge of the Purchaser. The Purchaser does not have any information or knowledge of any material facts relating to the business of the Purchaser that, if known to Foro or the Shareholders, might reasonably be expected to deter Foro or the Shareholders from completing the purchase and sale contemplated herein, or the consummation by Foro or by the Shareholders of the other transactions contemplated herein.
