REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser shall not resell Warrant Shares, unless such resale is pursuant to an effective registration statement under the Act or pursuant to an applicable exemption from such registration requirements.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. (a) The Purchaser hereby makes the representations and warranties to the Company contained in this Section 5(a), as of the date hereof and as of the Closing Date hereunder. The Purchaser has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Purchase Agreement. The execution, delivery and performance of this Purchase Agreement by the Purchaser have been duly authorized by all required partnership actions. The Purchaser has duly executed and delivered this Purchase Agreement, and this Purchase Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.
(b) The Purchaser hereby represents to the Company (as of the date hereof and as of the Closing Date hereunder) that the Purchaser is capable of evaluating the risk of its investment in the Notes, the Warrants and the Shares being purchased by it and is able to bear the economic risk of such investment, that it is purchasing the Notes, the Warrants and the Shares to be purchased by it for its own account, that it understands that the Notes, the Warrants and the Shares are "restricted securities" as such term is used in the Securities Act and therefore cannot be resold unless they are registered under the Securities Act or an exemption from registration is available, and that the Notes and Warrants are being purchased by the Purchaser for investment and not with a present view to any distribution thereof in violation of applicable securities laws. It is understood that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. If the Purchaser should in the future decide to dispose of any of its Notes, Warrants or Shares, it is understood that it may do so but only in Authorized Denominations (in the case of the Notes) and in compliance with the Securities Act, applicable securities laws and this Purchase Agreement. The Purchaser hereby represents to the Company that the Purchaser is an "accredited investor" as defined in Rule 501(a) under the Securities Act.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser shall not transfer, sell, pledge, encumber or otherwise dispose of this Warrant or the Warrant Shares, unless such resale is pursuant to an effective registration statement under the Act or pursuant to an opinion of counsel in form and substance reasonably acceptable to the Company that registration is not required because of an applicable exemption from such registration requirements.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser represents, and covenants to and with the Vendor that:
(a) The Purchaser is a company duly organized validly existing and in good standing under the laws of Nevada;
(b) The Purchaser has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) Neither the execution and delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;
(d) The execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; and
(e) This Agreement constitutes a legal, valid and binding obligation of the Purchaser.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser shall not resell the Warrant Shares in the United States, unless such resale is pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration requirements, in which case it will deliver a legal opinion of counsel to such effect. The Purchaser shall comply with its obligations under the Registration Rights Agreement.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser shall not transfer Warrant Shares, unless such transfer is pursuant to an effective registration statement under the Act or pursuant to an applicable exemption from such registration requirements.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. 2.1 The Purchaser represents and warrants that it has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. All necessary corporate action on the part of the Purchaser in connection with the execution, delivery and performance of this Agreement by the Purchaser has been taken.
2.2 The Purchaser represents that the Shares are being purchased for its own account, for investment and not for distribution or resale to others, other than as a dividend or other distribution to its shareholders and others, in connection with the liquidation or dissolution of the Purchaser; provided however that no dividend or other distribution of the Shares shall be made prior to August 15, 2001 or until registration of the Shares in accordance with Section 5(a) of Schedule 2.4.
2.3 The Purchaser ___ acknowledges ___ that it has been afforded the opportunity to make, and has made, all inquiries as it deemed appropriate with respect to the Company's affairs and prospects.
2.4 The Purchaser agrees to be bound by the restrictions on transfer, and the procedures for registration of the Shares and the other agreements applicable to the Purchaser set forth in Schedule 2.4 hereto; provided, however, that the Purchaser and its successors and permitted assigns agree, notwithstanding the registration of the Shares under the Act, as contemplated by Section 5 of Schedule 2.4, not to sell, transfer or dispose of in a public transaction, (a) more than two and one-half (2 1/2 %) percent of the Shares then owned by the Purchaser during each of the first six (6) months after the first Closing Date and (b) more than ten (10%) per cent of the Shares then owned by the Purchaser during each month of the following six (6) months. The Purchaser further consents that the certificates representing the Shares may bear a restrictive legend to such effect.
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser makes the following representations for the benefit of the Vendor:
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. 9 5.1. Representations. . . . . . . . . . . . . . . . . . . 9 5.2. Covenants. . . . . . . . . . . . . . . . . . . . . . 10
REPRESENTATIONS AND COVENANTS OF THE PURCHASER. 12 9a. Compliance with Securities Laws 12 9b. ERISA 13 9c. Restriction on Sale, Other Disposition 13 9d. Existence; No Violation 13 9e. Legal Opinion 14
