Nature of Sale. (a) The Purchaser represents and warrants that it is familiar with the financial condition of the Company, its business and prospects, that it has had full opportunity to investigate and review the foregoing, and that it has received from the Company, answers and other information deemed necessary by it to consider in connection with its decision to invest in the Shares. The Purchaser is acquiring the Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith. (b) The Purchaser represents and warrants that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933) and that it is acquiring the Shares for investment and for its own account and not with a view of distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). (c) The Purchaser understands and acknowledges that the Shares have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act or in a transaction that is exempt from the registration requirements of the Securities Act; and the Purchaser understands and acknowledges that the certificates representing the Shares may, for so long as required under the Securities Act bear a legend to that effect.
Appears in 2 contracts
Samples: Share Purchase Agreement (Brookfield Homes Corp), Share Purchase Agreement (Brookfield Homes Corp)
Nature of Sale. (a) The Purchaser represents and warrants that it is familiar with the financial condition of the Company, its business and prospects, that it has had full opportunity to investigate and review the foregoing, and that it has received from the Company, answers and other information deemed necessary by it to consider in connection with its decision to invest in the SharesInterests. The Purchaser is acquiring the Shares Interests "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith.
(b) The Purchaser represents and warrants that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933) and ), that it is acquiring the Shares Interests for investment and for its own account and not with a view of to distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act").
(c) The Purchaser understands and acknowledges that the Shares Interests have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act or in a transaction that is exempt from the registration requirements of the Securities Act; and the Purchaser understands and acknowledges that the certificates representing the Shares Interests may, for so long as required under the Securities Act bear a legend to that effect.
Appears in 2 contracts
Samples: Purchase Agreement (Brookfield Homes Corp), Purchase Agreement (Brookfield Homes Corp)