Common use of Purchaser’s Representations and Warranties Clause in Contracts

Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). (b) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act (c) The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( (the “Act”). (b) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act (c) The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units Shares which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( (the “"Act”"). (b) The Purchaser is an “'"accredited investor” " as that term is defined in Rule 501(a) of Regulation D promulgated under the Act. (c) The Purchaser and its advisors, advisors if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units Stocks which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s 's breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants as follows: (a) As Purchaser is a municipal utility organized and existing pursuant to the laws of the date hereofState of Oregon and has all requisite power and authority to execute, the Purchaser is purchasing the Units for deliver, and perform its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration obligations under the Securities Act of 1933, as amended ( the “Act”)this Agreement. (b) The execution, delivery, and performance of its obligations under this Agreement by Purchaser have been duly authorized by all necessary corporate action, and do not and will not: (1) require any additional consent or approval of Purchaser’s Commissioners, other than that which has been obtained and is in full force and effect (evidence of which shall be delivered to Seller upon its request); (2) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Purchaser or violate any provision of Purchaser’s Charter, the violation of which could have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement; (3) result in a breach or constitute a default under Purchaser’s Charter, or under any agreement relating to the management or affairs of Purchaser, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Purchaser is an “accredited investor” a party or by which Purchaser or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement; or (4) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as that term is defined in Rule 501(amay be contemplated by this Agreement) upon or with respect to any of Regulation D promulgated the assets or properties of Purchaser now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under the Actthis Agreement. (c) The Purchaser This Agreement is a valid and its advisorsbinding obligation of Purchaser, if any, have been, furnished with all materials relating subject to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaserconditions precedent identified in Article 9. (d) Purchaser has the requisite power The execution and authority to enter into and perform its obligations under performance of this Agreement without the consentwill not conflict with or constitute a breach or default under any contract or agreement of any kind to which Purchaser is a party or any judgment, approval or authorization oforder, statute, or obligation regulation that is applicable to notify, any person, entity or governmental agency which consent has not been obtainedPurchaser. (e) The All approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Purchaser’s execution, delivery and performance of this Agreement by Purchaser does not have been duly obtained and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, are in full force and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be boundeffect.

Purchaser’s Representations and Warranties. (a) As of the date hereof, hereto the Purchaser is purchasing the Units Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( (the “''Act”''). (b) The Purchaser is an “"accredited investor” ', as that term is defined in Rule 501(a) of Regulation D promulgated under the Act (c) The Purchaser and its advisors, if any, have been, been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units Stocks which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, ot or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, execution delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s 's breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, injunctiot1t decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( (the “"Act”"). (b) The Purchaser is an “"accredited investor” " as that term is defined in Rule 501(a) of Regulation D promulgated under the Act (c) The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s 's breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Purchaser’s Representations and Warranties. (a) As of the date hereof, the Purchaser is purchasing the Units Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( (the “··Act”"). (b) The Purchaser is an “··accredited investor” '' as that term is tennis defined in Rule 501(a50l(a) of Regulation D promulgated under the Act (c) The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units Stocks which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. (d) Purchaser has the requisite power and authority to enter into and perform perfonn its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (e) The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s 's breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.