Purchaser's Representation. Purchaser represents and warrants to Seller that it has not hired, retained or dealt with any broker, finder, consultant, person, firm, or corporation in connection with the negotiation, execution or delivery of this Agreement or the transaction contemplated hereby.
Purchaser's Representation. The Purchaser hereby represents to the Company that the Purchaser is acquiring the Shares for its own account and not with a view to any distribution thereof in violation of the federal securities laws.
Purchaser's Representation. Such Purchaser understands that the Securities (other than the shares of common stock received on conversion or in respect of interest payments on the initial Notes) are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable securities laws and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Purchasers’ right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws, including without limitation Rule 144 under the Securities Act). Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of time.
Purchaser's Representation. Regarding Use and Occupancy of Home: Purchaser hereby represents and warrants to Seller that Purchaser is purchasing the Home for the following purpose (check the appropriate box): Residential occupancy by Purchaser, Purchaser’s family member or Purchaser’s employee; Lease to third party; or Second Home or Non-Primary Residence Other:
Purchaser's Representation. Purchaser represents and warrants to the Sellers that neither Purchaser, nor any affiliate thereof, has dealt with any broker, finder or like agent who might claim a commission or fee in connection with the transaction contemplated in this Agreement or on account of introducing the parties, the preparation or submission of brochures, the negotiation or execution of this Agreement or the closing of the transaction contemplated herein, other than Goldman Sachs & Co. ("Goldman"). Purchaser agrees to indemnify and hoxx xxxxlxxx xhe Sellers and their successors and assigns and affiliates from and against any and all claims, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, disbursements and charges, arising out of any claim or demand for commissions or other compensation for bringing about this transaction by any broker, finder or similar agent or party other than Goldman who claims to have dealt with Purchaser or any affiliate thereof in connection with this transaction.
Purchaser's Representation. Purchaser represents and warrants to Equitable that neither Purchaser, nor any affiliate thereof, has dealt with any broker, finder or like agent who might claim a commission or fee in connection with the transaction contemplated in this Agreement or on account of introducing the parties, the preparation or submission of brochures, the negotiation or execution of this Agreement or the closing of the transaction contemplated herein, other than Broker. Purchaser agrees to indemnify and hold harmless Equitable and its successors and assigns from and against any and all claims, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, disbursements and charges, arising out of any claim or demand for commissions or other compensation for bringing about this transaction by any broker, finder or similar agent or party other than Broker who claims to have dealt with Purchaser or any affiliate thereof in connection with this transaction.
Purchaser's Representation. Purchaser represents and warrants -------------------------- to Seller that it has not dealt with any broker, finder or consultant other than Eastdil Realty Company, LLC (the "Broker"), in connection with the transaction which is the subject of this Agreement, and that all negotiations involving Purchaser with respect to the terms of this Agreement were conducted by or through Broker. Purchaser further represents and warrants that in the event any claim is made for a broker's, finder's or consultant's commission or fee by anyone other than Broker as a result of any acts or actions of Purchaser or its representatives with respect to the within transaction, Purchaser, its heirs, successors and assigns do hereby agree to indemnify and hold Seller harmless from any and all loss, liability, cost, damage or expense with respect to such claims (including, without limitation, reasonable attorneys' fees and disbursements) without any charge or cost to Seller. Seller shall pay the brokerage commission to Broker in accordance with Seller's agreement with Broker if and when title passes hereunder. This Section shall survive the Closing or earlier termination of this Agreement.
Purchaser's Representation. Purchaser represents and warrants to Seller that it has not dealt with any broker, finder or consultant other than CB Xxxxxxx Xxxxx [successor in interest to Insignia/ESG, Inc. (the “Broker]”), in connection with the transaction which is the subject of this Agreement, and that all negotiations involving Purchaser with respect to the terms of this Agreement were conducted by or through Broker. Purchaser further represents and warrants that in the event any claim is made for a broker’s, finder’s or consultant’s commission or fee by anyone other than Broker as a result of any acts or actions of Purchaser or its representatives with respect to the within transaction, Purchaser, its heirs, successors and assigns do hereby agree to indemnify and hold harmless Seller and its partners, directors, officers, principals, shareholders, agents and employees from and against any claim arising from or in connection with such claims for a broker’s, finder’s or consultant’s commission or fee by anyone other than the Broker, together with all reasonable costs, expenses and liabilities in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable attorneys’ fees and expenses. In case any action be brought against Seller and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Purchaser, upon notice from Seller, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Seller). Purchaser’s indemnity and hold harmless provision pursuant to this Article 22 shall survive the termination or expiration of this Agreement by closing or otherwise. Seller shall pay the brokerage commission to Broker in accordance with Seller’s agreement with Broker if and when title passes hereunder.
Purchaser's Representation. Purchaser represents and warrants to Seller that neither Purchaser, nor any affiliate thereof, has dealt with any investment banker, real estate agent, broker, finder or like agent who might claim a commission or fee in connection with the transaction contemplated in this Agreement or on account of introducing the parties, the preparation or submission of brochures, the negotiation or execution of this Agreement or the closing of the transaction contemplated herein. Purchaser agrees to indemnify and hold harmless Seller and its successors and assigns from and against any and all claims, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, disbursements and charges, arising out of any claim or demand for commissions or other compensation for bringing about the transaction contemplated by this Agreement by any broker, finder or similar agent or party who claims to have dealt with Purchaser or any affiliate thereof in connection with the transaction contemplated by this Agreement. A broker's fee payable under the Broker's Fee Agreement shall be paid by Purchaser upon a closing pursuant to the Third Party Sales Agreement. Purchaser further agrees to indemnify and hold harmless Seller and its successors and assigns from and against any and all claims, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, disbursements and charges, arising out of any claim or demand by the Broker for commissions or other compensation for bringing about a sale of the Mall to any third party, including without limitation the "Purchaser" as defined in the Third Party Sales Agreement.
Purchaser's Representation. Purchaser hereby represents to the Seller that it has not engaged any broker or agent with respect to the purchase and sale contemplated under this Agreement.
