Representation of the Buyer. 13.1. If the Buyer authorizes any person or organization to sign and receive on its behalf payment documents, Orders, as well as to take other actions connected with performance of the Buyer's financial obligations hereunder, the Buyer shall produce to the Seller a power of attorney certifying the powers of such person or organization to take such actions.
13.2. If there is no authorized representative of the Buyer in the course of provision of the Aircrafts with the Fuel at Pulkovo Airport, an authorized member of the flight crew of the Buyer's Aircraft shall be considered as such representative.
Representation of the Buyer. The Buyer represents that, on the basis of the due diligence performed by it on the Seller Group and its business and other information of which they are aware at the date of this agreement, as at the date of this agreement itdoes not have knowledge of any matter which would constitute a material breach of any Seller Warranty other than any potential breaches of a Seller Warranty disclosed in the Seller Disclosure Materials.
Representation of the Buyer. The Buyer represents to the Seller as follows:
(a) The Buyer has the legal authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary legal actions (including obtaining any consent of stockholders required by law or by its charter documents, if necessary) to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Buyer and countersigned by the Seller, will constitute the Buyer's legal, valid and binding obligation, enforceable against the Buyer in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or similar laws affecting creditors' rights or general equity principles.
(c) The Shares are received by the Buyer for investment purposes for its own account, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. The Buyer understands that the Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder.
(d) The Buyer acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. The Buyer has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about the Seller and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale.
(e) The Buyer is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the Shares.
(f) The Buyer is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement or the adequacy of the disclosure contained herein.
(g) The Buyer understands and acknowledges that neither the Internal Revenue Service nor any oth...
Representation of the Buyer. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Buyer.
