Representations and Agreements of the Purchaser Sample Clauses

Representations and Agreements of the Purchaser. The Purchaser represents and warrants to the Seller as follows :
Sample 1
AutoNDA by SimpleDocs
Representations and Agreements of the Purchaser. (a) The Purchaser represents that it is receiving the Notes purchased by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act. The Purchaser further represents, agrees and acknowledges that it: (1) is either (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”) and a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended (a “QP”), or (B) a non-U.S. person for the purposes of Regulation S and a QP; (2) fully understands the limitations on transfer described in Section 2.3(b) hereof and the restrictions on sales and other dispositions in the Note Documents; (3) is able to bear the economic risk of its investment in the Notes and is currently able to afford the complete loss of such investment; (4) did not employ any broker or finder in connection with the transactions contemplated in this Agreement; (5) understands that (A) the Notes have not been registered under the Securities Act and are being issued by Issuer in transactions exempt from the registration requirements of the Securities Act and Issuer has not undertaken to register the Notes under the Securities Act or any state or blue sky law and (B) the Notes may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act and otherwise in accordance with the restriction on sales and other dispositions in the Note Documents; (6) if and only to the extent transfers of the Notes are otherwise permitted under this Agreement, will solicit offers for the Notes only from, will offer the Notes only to, and will transfer the Notes only to persons that it reasonably believes to be (A) QIBs and QPs or (B) in the case of offers and transfers outside the United States, to QPs and persons other than U.S. persons (including dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S; (7) will not offer or sell the Notes using any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) under the Securities Act; (8) if and only to the extent transfers of the Notes are otherwise ...
Sample 1Sample 2
Representations and Agreements of the Purchaser. (a) The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. (b) The execution, delivery and performance of this Agreement is within the corporate powers of the Purchaser and has been duly authorized by all necessary corporate action on the part of the Purchaser. (c) Purchaser represents that it is acquiring the Notes for its own account subject to the XXXXXXXXXX Assignment (as defined in Section 9.7) and not with a view to distribution (as such term is used under Section 211 of the Act) thereof; provided that the disposition of Purchaser's property shall at all times be and remain within its control. (d) Purchaser represents and warrants that no part of such funds constitutes assets allocated to any separate account maintained by it in which any employee benefit plan (or its related trust) has any interest.
Sample 1
Representations and Agreements of the Purchaser. Purchaser represents that it is acquiring the Notes for its own account and not with a view to distribution (as such term is used under Section 2(11) of the Act) thereof except in accordance with the XXXXXXXXXX Assignment; provided that the disposition of Purchaser's property shall at all times be and remain within its control.
Sample 1
Representations and Agreements of the Purchaser. Definitions
Sample 1
Representations and Agreements of the Purchaser. The Purchaser hereby represents that it: (i) is a institutional investor, and (ii) if the Initial Owner disposes of all or a portion of the Notes, it will advise the transferee(s) that the transaction is being effected in reliance on Rule 144A, and to that end, will transfer only (A) to a Qualified Institutional Buyer under Rule 144A of the Securities Act, (B) to a trust or custodial arrangement the beneficial owners of which are required to be Qualified Institutional Buyers, and in the case of (A) above, which buyer has acknowledged that it has made its own review of the credit and further promises to require such assurances from any succeeding purchaser.
Sample 1
Representations and Agreements of the Purchaser. The Purchaser represents to and agrees with the District that, as of the date hereof and as of the date of the Closing:
Sample 1
AutoNDA by SimpleDocs
Representations and Agreements of the Purchaser. The Purchaser represents warrants and agrees as follows: (a) The Purchaser has provided services to the Company as part of the total consideration of this stock purchase. (b) The Purchaser acknowledges that it has had the opportunity to request material information of the Company, and has received all information it deems necessary to make this investment. (c) The Purchaser (and/or its agents or Purchaser Representative) have such knowledge and experience in financial and business matters that will enable it to utilize the information made available to it in connection with this Stock Purchase to evaluate the risks of the prospective investment and to make and informed investment decision. (d) The Securities are being purchased for the Purchaser’s own account for investment and not with a view to, or for resale in connection with, any distribution, assignment or resale of the Securities to others or fractionalization in whole or in part. The Purchaser agrees not to sell, assign, hypothecate or otherwise transfer any of the Securities or any rights or interest therein unless the Securities are registered under applicable Federal and State securities laws or unless in the opinion o f counsel satisfactory to the Company an exemption from such laws is available. (e) The Purchaser recognized that the Company had limited assets and no previous operating history and that the Securities as and investment involve special and substantial risks. (f) The Company agrees to undertake an SB-2 registration of the Company’s stock within twelve to eighteen months of the date of this Stock Purchase Agreement. (g) The Purchaser understands that a market does not presently exist for the Securities and that the Company and the Company does not anticipate that in the immediate future a public market will develop for the Securities. Consequently, the holders of the Securities offered hereby may not be able to liquidate their investment in the Company or the Company in a timely manner or at any time, and such Securities will not be readily acceptable as collateral for loans. (h) The Purchaser understands that the Securities have not been registered under the Securities Act of 1933, as amended (the 1933 Act”) or under any other applicable securities laws. The Securities are offered under the 1933 Act in reliance on certain exemptions from the registration requirements of the 1933 Act predicated, in part, on the representations and warranties made by the Purchaser to the Company her...
Sample 1
Representations and Agreements of the Purchaser 
Sample 1Sample 2Sample 3

Related to Representations and Agreements of the Purchaser

  • 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 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 PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment 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 AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

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

  • Representations and Warranties of the Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company that:

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

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • Representations and Warranties of the Transferor The Transferor represents and warrants as follows: (a) It is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Transferor of this Agreement and all other Transferor Documents to be entered into by it, including the Transferor’s sale or contribution of Receivables, and, in the case of a Purchase, its use of the proceeds of Purchases, are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) its charter or by-laws, (ii) any Applicable Law except where such contravention could not reasonably be expected to result in a Material Adverse Effect, (iii) any material contractual restriction binding on or affecting it or its property other than such restrictions that could not reasonably be expected to adversely affect the Transferor’s ability to perform its material obligations hereunder or, with respect to the transfer of the Receivables and Collections thereon, in any Immaterial Respect, or (iv) any material order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in or require the creation of any Lien upon or with respect to any of its properties (other than in favor of the Company with respect to the Transferred Property), and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Transferor Document to be entered into by the Transferor have been duly executed and delivered by it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for its due execution, delivery and performance of this Agreement or any other Transferor Document to be entered into by it, except (i) for the filing of UCC financing statements, all of which financing statements have been duly filed and, to its knowledge, are in full force and effect, (ii) such as have been made or obtained and are in full force and effect and (iii) where the failure to make or obtain could not reasonably be expected to adversely affect the Company’s ability to perform its material obligations hereunder or the ability to assign or collect the Receivables hereunder. (d) This Agreement and each other Transferor Document to be entered into by the Transferor constitute its legal, valid and binding obligation enforceable against the Transferor in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) (i) The Transferor has furnished to the Company and the Administrative Agent copies of the Parent’s audited consolidated balance sheet as at December 31, 2011, and the related audited consolidated statements of income and cash flow for the fiscal year of the Parent then ended reported on by Deloitte & Touche LLP which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year of the Parent then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at such date, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year then ended; and

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!