Representation of the Purchasers Sample Clauses

Representation of the Purchasers. The Representative will act for the several Purchasers in connection with this Purchase Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Purchasers.
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Representation of the Purchasers. Each Purchaser severally and not jointly hereby represents and warrants to each Securitization Party and the Placement Agent as follows: (a) Each Purchaser (i) has had the opportunity to make such inquiries as necessary or desirable by such Purchaser to make its investment decision with respect to the Notes, including the opportunity to ask questions of and receive answers from the Securitization Parties or any other person acting on behalf of the Securitization Parties concerning the terms and conditions of an investment in the Notes and to review the Basic Documents and no statement or printed material that is contrary to the Basic Documents has been made or given to such Purchaser by or on behalf of the Securitization Parties, (ii) has received all information, including any information regarding the underlying assets, that such Purchaser believes to be necessary or appropriate in connection with its consideration of an investment in the Notes, (iii) has had any questions arising from such Purchaser’s review of such information answered by the Issuer or another Securitization Party (or one or more of their affiliates) to such Purchaser’s satisfaction and (iv) has evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax accounting and other advisers as it deemed necessary or appropriate. (b) Each Purchaser hereby acknowledges that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act or the Indenture, the Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear legends substantially in the forms as set forth in the Indenture (along with such other legends as the Issuer and their counsel deem necessary). (c) Each Purchaser hereby acknowledges and agrees that it has full power and authority (corporate, regulatory and other) to execute and deliver this Agreement and to purchase and hold the Notes. Its purchase of the Notes and the execution and delivery of this Agreement have been will be, duly authorized by all necessary action (corporate, regulatory and other) on its behalf, and upon execution by the such Purchaser, this Agreement will be a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance and simil...
Sample 1
Representation of the Purchasers. 20.2.1 The Purchaser 2 hereby authorizes Purchaser 1 to make and receive all declarations and to execute all documents (in whatever form) and to take all actions (of whatever kind), which in the discretion of the Purchaser 1 seem to be necessary or appropriate in connection with any matter set forth in this Agreement. The Purchaser 2 releases the Purchaser 1 from any potential restrictions regarding self dealing and multiple representation under applicable local law, to the extent permissible by applicable local law. Purchaser 2 can terminate this authorization at any time by written notice to the Seller. 20.2.2 The Purchaser 1 shall procure that any Substitute Purchaser authorizes it to make and receive all declarations and to execute all documents (in whatever form) and to take all actions (of whatever kind), which in the discretion of the Purchaser 1 seem to be necessary or appropriate in connection with any matter set forth in this Agreement. The Substitute Purchaser shall release the Purchaser 1 from any potential restrictions regarding self dealing and multiple representation under applicable local law, to the extent permissible by applicable local law. The Substitute Purchaser shall be entitled to terminate this authorization at any time by written notice to the Seller.
Sample 1
Representation of the Purchasers. You acknowledge that the Notes (and the Warrants, if any) have not been registered under the Securities Act of 1933, as amended, and as such, constitute restricted securities that may not be resold by you without registration under the Act or the availability of an exemption therefrom; you represent that you shall not resell the Notes (or the Warrants, if any) in the absence of such registration or applicable exemption; and you represent, and in making this sale to you it is specifically understood and agreed, that you are not acquiring the Notes (or Warrants, if any) to be purchased by you hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended; provided that the disposition of your property shall at all times be and remain within your control. You also represent that no part of the funds being used by you to pay the purchase price of the Notes (or Warrants, if any) being purchased by you hereunder constitutes assets allocated to any separate account maintained by you in which any employee benefit plan, other than employee benefit plans identified on a list which has been furnished by you to the Company, participates to the extent of 5% or more. For the purpose of this section 6, the terms "separate account" and "employee benefit plan" shall have shall have the respective meanings specified in Section 3 of the Employee Retirement Income Security Act of 1974, as amended.
Sample 1
Representation of the Purchasers. You represent that you are accepting the Notes in exchange for the Existing Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their Property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.
Sample 1
Representation of the Purchasers. The Co-Representatives will act for the several Purchasers in connection with this Purchase Agreement, and any action under this Agreement taken by the Co-Representatives will be binding upon all the Purchasers.
Sample 1
Representation of the Purchasers. Each Purchaser represents and warrants that (1) it is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), (7), or (8) under the 1933 Act and that it is purchasing the Capital Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the 1933 Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Capital Securities pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption therefrom or in a transaction not subject thereto or (2) (a) it is not a "U.S. person" (as such term is defined in Rule 902 under the Securities Act), (b) it is not acquiring the Capital Securities for the account or benefit of any U.S. person and (c) the offer and sale of Capital Securities to it constitutes an "offshore transaction" under Regulation S under the 1933 Act.
Sample 1
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Representation of the Purchasers. You represent that you are not acquiring the Notes with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of your property at all times has been and shall be and remain within your control. You are an "Accredited Investor" as that term is defined in Rule 501 of Regulation D of the Securities Act.
Sample 1
Representation of the Purchasers 
Sample 1

Related to Representation of the Purchasers

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • REPRESENTATIONS OF THE PLACEMENT AGENT The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows: (a) the Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the articles of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (g) the Purchaser's Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

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