Other Investment Representations Sample Clauses

Other Investment Representations. (a) The Buyer and its employees, agents and accounting and legal representatives have been afforded reasonable access to the books, records, key personnel, facilities and other information reasonably related to the Stock and the business and affairs of the Company; (b) the Buyer and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions relating to the Stock and the business and affairs of the Company and to receive answers thereto; (c) the Buyer has performed such due diligence as the Buyer has deemed necessary in order to review the business and affairs of the Company in connection with its acquisition of the Stock; (d) in completing the transactions contemplated in accordance with this Agreement, the Buyer has not and is not relying on any representation or warranty, whether by Seller, the Company or any other Person, which is not expressly stated in this Agreement and (e) the Buyer understands that no party hereto nor any Affiliates, representatives or agents of any party is making any representation or warranty whatsoever, oral or written, express or implied, other than as set forth in this Agreement, and the Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by another party hereto, such other party's Affiliates, representatives or agents, or any other Person, except as set forth in this Agreement.
Sample 1
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Other Investment Representations. (i) Buyer understands and acknowledges that an investment in any of Light Renova Shares is a speculative venture and involves a degree of risk, including risk of loss. Buyer has carefully considered and has, to the extent Buyer deems necessary, discussed with its professional legal, tax, accounting and financial advisers its investment in any of Light Renova Shares.
Sample 1
Other Investment Representations. The Purchaser acknowledges that (i) the Purchaser and its employees, agents and accounting and legal representatives have been afforded access to the books, records, key personnel, facilities and other information related to the Common Stock and the business and affairs of the Company and its Subsidiaries; (ii) the Purchaser and its employees, agents and accounting and legal representatives have been given an opportunity to ask questions relating to the Common Stock and the business and affairs of the Company and its Subsidiaries and to receive answers thereto; (iii) the Purchaser has performed such due diligence as the Purchaser deemed necessary in order to review and assess the properties, business and affairs of the Company and its Subsidiaries in connection with its acquisition of the Common Stock (including the matters set forth in the Schedules attached hereto); and (iv) each of the Finance Parties has similarly been afforded access to information and conducted such due diligence as such Finance Parties required. In completing the Subject Transactions, the Purchaser has not and is not relying on any representation or warranty, whether by any Stockholder, the Company or any other Person, which is not expressly set forth in this Agreement. The Purchaser understands that no party hereto nor any Affiliates, representatives or agents of any party is making any representation or warranty whatsoever, oral or written, express or implied, other than as set forth in this Agreement, and the Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, made by another party hereto, such other party's Affiliates, representatives or agents, or any other Person, except as set forth in this Agreement.
Sample 1

Related to Other Investment Representations

  • 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.

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Additional Investment Representations Executive represents and warrants that:

  • 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."

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • 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 the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

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