Representation of Purchaser. Purchaser represents and warrants that it has neither employed, retained, nor consulted any broker, consultant, agent or finder in carrying on the negotiations relative to this Agreement or the purchase and sale referred to herein, and Purchaser shall indemnify and hold Seller harmless from and against any and all claims, demands, actions, causes of action, debts, liabilities, judgments and damages (including costs and reasonable attorney's fees) which may be asserted or recovered against it on account of any brokerage fee, consulting fee, commission or other compensation arising by reason of the breach of this representation and warranty. Purchaser further represents and warrants that no amount shall be paid by any Purchaser to any party as a fee or a commission, or any amount of a similar nature, whatever designated, as a result of the purchase and sale referred to herein.
Representation of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and the prospectus that describes the Plan and agrees to abide by and be bound by the terms and conditions of the Plan and the Option Agreement.
Representation of Purchaser. Purchaser acknowledges that Xxxxxxxxx has received, read and understood the Plan and this Grant Agreement and agrees to abide by and be bound by their terms and conditions.
Representation of Purchaser. The Purchaser represents that he received and reviewed the Confidential Private Placement Memorandum of the Company dated May 10, 2007; and the First and Second Amendments to the Confidential Private Placement Memorandum of the Company dated August 9, 2007 and September 18, 2007, respectively.
Representation of Purchaser. The Purchaser represents that it --------------------------- understands that the Warrant and the Warrant Shares are speculative investments, that it is aware of the Company's business affairs and financial condition, and that it has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrant. The Purchaser represents and warrants that it is purchasing the Warrant and any Warrant Shares issued upon exercise thereof for investment for its own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or applicable state securities laws. The Purchaser further represents that it understands that neither the Warrant nor the Warrant Shares have been registered under the Securities Act or applicable state securities laws by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. The Purchaser represents that it understands that the Warrant and any Warrant Shares issued upon exercise thereof must be held indefinitely unless such securities are subsequently registered under the Securities Act and all applicable state securities laws and regulations or an exemption from such registration or qualification is available, and that the Company is under no obligation to register or qualify such securities except as set forth in the Company's Stockholders' Rights Agreement originally dated May 21, 1993, as amended and restated as of June 30, 1993, among the Company, the Purchaser and certain other holders of the Company's securities, which Agreement shall again be amended and restated pursuant to Section 9 of the Warrant.
Representation of Purchaser. Purchaser represents to the Company that Purchaser is acquiring the Shares for Purchaser's own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares. Purchaser agrees that any resale of the Shares must be in compliance with applicable federal and state securities laws.
Representation of Purchaser. The Purchaser represents and warrants that Purchaser is the holder of the number of shares of preferred stock listed opposite his signature, and that he has not sold or encumbered in any way such shares of preferred stock or any portion thereof.
Representation of Purchaser. Purchaser hereby represents and warrants that the execution, delivery and performance by Purchaser of the Collaboration Agreement does not (i) violate or cause a default under Article 11 of the S& L Agreement or any other obligation of the Purchaser to provide confidential treatment to the Information of SPI, or (ii) materially violate or cause a material default under any of the other provisions of the S&L Agreement.
Representation of Purchaser. In order for the Producer to issue this Purchase Agreement, Purchaser hereby represents and warrants to Producer that:
(a) Purchaser has sufficient knowledge and experience in providing capital to companies similar to Producer in terms of Producer’s state of development so as to be able to evaluate the risks and merits of the financial involvement to Producer and it is able financially to bear the risks thereof.
(b) The Purchaser has fully discussed and understands the business, management and financial affairs of the Producer and RSI.
Representation of Purchaser. The Purchaser represents that it understands that the Warrants and the Warrant Shares are speculative investments, that it is aware of the Company's business affairs and financial condition, and that it has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrants. The Purchaser is purchasing the Warrants and any Warrant Shares issued upon exercise thereof for investment for its own account only and not with a view to, or for resale in connection with, any
