Representation and Warranties of the Subscriber Sample Clauses

Representation and Warranties of the Subscriber. The Subscriber acknowledges, represents, warrants and agrees as follows:
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Representation and Warranties of the Subscriber. The Subscriber hereby represents, warrants and acknowledges to the Company as follows: (a) Each of the Subscriber and its advisors, if any, has been furnished with and has read the Company's most recent Form 10-K and subsequent forms 10-Q and 8-K as filed with the Commission. In addition, each of the Subscriber and its advisors has received from the Company such other information concerning its operations, financial condition and other matters as the Subscriber has requested, and considered all factors each of the Subscriber and its advisors deems material in deciding on the advisability of investing in the Securities (such information in writing is, collectively, the "Other Written Information"). Each of the Subscriber and its advisors, if any, has been afforded the opportunity to ask questions of the Company and have received satisfactory answers to any such inquiries. Neither such inquiries nor any other due diligence investigation conducted by the Subscriber and its advisors shall modify, amend or affect the Subscriber's right to rely on the Company's representations and warranties contained in Section 3 above. The Subscriber acknowledges that, in making the decision to purchase the Shares, it has relied solely upon independent investigations made by it and not upon any representations made by the Company with respect to the Company or the Shares, other than those representations set forth in Section 3 hereof. (b) This Agreement has been executed and delivered by the Subscriber and is a valid and binding agreement enforceable against the Subscriber in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally; and the Subscriber has full power and authority necessary to enter into this Agreement and to perform its obligations hereunder. (c) No consent, approval, authorization, or order of any court, governmental agency or body, or arbitrator having jurisdiction over the Subscriber is required for execution of this Agreement including, without limitation, the purchase of the Shares, or the performance of the Subscriber's obligations hereunder. (d) The Subscriber understands that no United States or other governmental agency has passed on or made any recommendation or endorsement of the Shares. (e) The Subscriber understands that the Shares are being offered and sold in reliance upon specific exemptions from th...
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Representation and Warranties of the Subscriber. The Subscriber hereby represents and warrants as follows:
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Representation and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the t Company as follows:
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Representation and Warranties of the Subscriber. The Subscriber represents and warrants to the Company that: a. The Subscriber has the authority and capacity to enter into this Agreement. b. The Subscriber is acquiring the Shares for investment purposes and not with a view to, or for resale in connection with, any distribution thereof.
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Related to Representation and Warranties of the Subscriber

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

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