Common use of Purchase for Investment; Authority; Binding Agreement Clause in Contracts

Purchase for Investment; Authority; Binding Agreement. The Purchaser represents and warrants to the Company that: (a) the Purchaser is an Accredited Investor within the meaning of Rule 501(a) under the Securities Act and the Notes to be acquired by it pursuant to this Agreement are being acquired for its own account without a view toward distribution and the Purchaser will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act; (b) the execution, delivery and performance of this Agreement and the purchase of the Notes pursuant hereto are within the Purchaser's corporate powers and have been duly and validly authorized by all requisite corporate action; (c) this Agreement has been duly executed and delivered by the Purchaser; (d) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms; and (e) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes and the Purchaser is capable of bearing the economic risks of such investment.

Purchase for Investment; Authority; Binding Agreement. The Purchaser Holder represents and warrants to the Company that: (a) the Purchaser is an Accredited Investor within the meaning of Rule 501(a) under the Securities Act and the Notes Note to be acquired by it pursuant to this Agreement are is being acquired for its own account without a view toward distribution and the Purchaser Holder will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes Note unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act; (b) the execution, delivery and performance of this Agreement and the purchase of the Notes Note pursuant hereto are within the PurchaserHolder's corporate legal powers and have been duly and validly authorized by all requisite corporate legal action; (c) this Agreement has been duly executed and delivered by the PurchaserHolder; (d) this Agreement constitutes a legally valid and binding agreement of the Purchaser Holder, enforceable against it in accordance with its terms; and (e) the Purchaser Holder has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes Note, and the Purchaser Holder is capable of bearing the economic risks of such investment.

Purchase for Investment; Authority; Binding Agreement. The Purchaser represents and warrants to the Company that: (a) the Purchaser is an Accredited Investor within the meaning of Rule 501(a) under the Securities Act and the Notes to be acquired by it pursuant to this Agreement are being acquired for its own account without a view toward public distribution and the Purchaser will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act; (b) the execution, delivery and performance of this Agreement and the purchase of the Notes pursuant hereto are within the Purchaser's corporate powers and have been duly and validly authorized by all requisite corporate action; (c) this Agreement has been duly executed and delivered by the Purchaser; (d) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms; and (e) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes and the Purchaser is capable of bearing the economic risks of such investment.

Purchase for Investment; Authority; Binding Agreement. The Purchaser Each of the Purchasers represents and warrants warrants, severally and not jointly, as to itself only, to the Company Issuers that: (a) the such Purchaser is an Accredited Investor within the meaning of Rule 501(a) under the Securities Act and the Notes Securities to be acquired by it pursuant to this Agreement are being acquired for its own account without a view toward distribution in violation of the Securities Act and the Purchaser will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes Securities unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act; (b) the execution, delivery and performance of this Agreement and the purchase of the Notes Securities pursuant hereto are within the such Purchaser's corporate powers and have been duly and validly authorized by all requisite corporate action; (c) this Agreement has been duly executed and delivered by the such Purchaser; (d) this Agreement constitutes a valid and binding agreement of the such Purchaser enforceable in accordance with its terms; and (e) the such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes Securities and the such Purchaser is capable of bearing the economic risks of such investment.

Purchase for Investment; Authority; Binding Agreement. The Purchaser Each of the Banks represents and warrants to the Company that: (a) the Purchaser such Bank is an Accredited Investor within the meaning of Rule 501(a) under the Securities Act and the Notes Warrants to be acquired by it pursuant to this Agreement are being acquired for its own account for investment and without a view toward distribution intent to resell, and the Purchaser such Bank will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes any of such Warrants, unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act; (b) the execution, delivery and performance of this Agreement each of the Warrant Documents and the purchase receipt of the Notes Warrants pursuant hereto are within the Purchasersuch Bank's corporate powers and have has been duly and validly authorized by all requisite corporate action; (c) this Agreement each of the Warrant Documents has been duly executed and delivered by the Purchasersuch Bank; (d) this Agreement each of the Warrant Documents constitutes a legally valid and binding agreement of the Purchaser enforceable in accordance with its termssuch Bank; and (e) the Purchaser such Bank has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment investments in the Notes Warrants and the Purchaser such Bank is capable of bearing the economic risks of such investmentinvestments.