Common use of REPRESENTATIONS AND COVENANTS OF THE PURCHASER Clause in Contracts

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. (a) The Purchaser hereby makes the representations and warranties to the Company Companies contained in this Section 5(a)5, 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 Companies (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 Companies that the Purchaser is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

REPRESENTATIONS AND COVENANTS OF THE PURCHASER. 8.1 The Purchaser hereby guarantees by way of an independent promise of guarantee pursuant to Section 311 (a1) BGB (“Purchaser Representation”) the following: (1) The statements made by the Purchaser in the Preamble of this Agreement are correct. (2) The execution and performance by the Purchaser of this Agreement and the consummation of the transaction contemplated herein do not (i) violate the articles of association or by–laws of the Purchaser nor (ii) violate any applicable law, regulation, judgement, injunction or order binding on the Purchaser, and (iii) there is no action, law suit, investigation or proceeding pending against, or to the knowledge of the Purchaser threatened against, the Purchaser before any court, arbitration panel or governmental authority which in any manner challenges or seeks to prevent, alter or delay the transaction contemplated herein. (3) The Purchaser hereby makes has sufficient immediately available funds or binding financing commitments to pay the representations Net Purchase Price and warranties to the Company contained make all other payments required to be made under or in connection with 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 8.2 In the Company (as of the date hereof and as of the Closing Date hereunder) event that the Purchaser is capable in breach of evaluating any Purchaser Representation pursuant to Section 8.1, the risk Purchaser shall indemnify and hold harmless the Seller from any damages incurred by the Seller. All claims of the Seller arising under this Section 8.1 and 8.2 shall become time–barred five years after the Closing. 8.3 The Purchaser shall procure that after the Closing Date the Seller and its representatives are given reasonable access to, and are allowed to make copies of, (i) the annual books of accounts for the fiscal year 2009 ending on 1 January 2010 and (ii) the books of account for the first and second quarter of the fiscal year 2010 as well as any other financial information required to achieve the deconsolidation on the Closing Date or, if the Closing Date is not the last day of a month, on the end of the month following the Closing Date. The Purchaser shall procure that after the Closing Date the Seller and the Seller’s ultimate shareholder, STAAR Surgical Company, and their advisors shall have access to accounting, financial, Tax and other records, including internal and external correspondence (and shall allow them to make copies thereof), as well as to other information, management, employees and auditors of the Company to the extent required by the Seller and/or the Seller’s ultimate shareholder, STAAR Surgical Company, for the preparation, investigation and audit of their financial statements. 8.4 To the extent that after the Closing Date a third party raises a claim against the Seller which is due to a legal relationship between such third party and the Company, the Purchaser shall hold harmless and indemnify the Seller from any such claim as well as any costs and expenses incurred in connection therewith in the event that the claim is based on actions taken by the Company after the Closing Date. The Parties agree by way of an agreement in favour of third parties in the sense of Section 328 BGB that sentence 1 of this Section 8.4 shall apply accordingly in the event that the third party raises a claim against a company which is affiliated to the Seller within the meaning of Section 15 of the German Stock Corporation Act or any of its investment members of the management board, supervisory board or similar board, or employees or shareholders. 8.5 Prior to the date hereof, the Company on the one side and STAAR SURGICAL AG, STAAR Surgical Company, and STAAR Japan Inc. on the other side have concluded the Distribution Agreement attached as Annex 8.5. For the sake of clarification the Parties hereby acknowledge that any previously accepted orders placed by the Company at STAAR Surgical Company and/or STAAR Surgical Company’s affiliates which have not been delivered and/or paid at the Signing Date as well as all intercompany trade payables and intercompany trade receivables under these orders shall remain unaffected by the conclusion of this Agreement and the Distribution Agreement. 8.6 The Purchaser hereby undertakes to the Seller that the Purchaser shall (i) procure that the Company is able at all times to fulfil its financial obligations and further does not encounter a financially distressed situation or the threat of an insolvency or similar procedure and (ii) refrain from liquidation or winding up of the Company and/or its operations for a period of 12 months after the Closing Date. 8.7 The Purchaser hereby undertakes to the Seller that the Purchaser shall procure that the Company transfers within 15 Business Days after the Signing Date and free of any charge to the Seller or a company nominated by the Seller all rights in the NotesGerman trademark “STAAR Gel”, 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 Agreementnumber 300698860. The Purchaser hereby represents to shall procure that the Company that provides any declaration and carries out any act which may be or become necessary for the Purchaser is an "accredited investor" as defined Seller or the nominated company to receive ownership of the trademark “STAAR Gel” and to have the transfer of rights registered in Rule 501(a) under the Securities Actrespective trademark register.

REPRESENTATIONS AND COVENANTS OF THE PURCHASER. The Purchaser represents as follows: (a) The Purchaser hereby makes the representations and warranties Purchaser, if a corporation, partnership, trust or other business entity, represents to the Company contained (i) it is duly organized, validly existing and in this Section 5(a), as good standing under the laws of the date hereof state of its organization, and as of the Closing Date hereunder. The Purchaser has all requisite powerpower and authority to enter into this Agreement, authority to purchase the Units and legal right to executecarry out the transactions contemplated hereby; (ii) each person executing this Agreement is a duly authorized officer, delivergeneral partner, enter into, consummate trustee or other appropriate signatory of such entity and perform has been duly authorized by all necessary action to execute and deliver this Purchase Agreement. The Agreement and all other instruments and documents delivered herewith; (iii) the execution, delivery and performance of this Purchase Agreement by the Purchaser of this Agreement and consummation of the transactions contemplated hereby (A) do not violate its charter or any other instrument of organization to which it is a party or by which it is bound as in effect on the date hereof and (B) do not violate any law, government rule or regulation applicable to it by virtue of the nature of its business or any order, ruling, judgment or decree of any court or other governmental agency binding on it or any of its properties or assets, except for violations which, individually or in the aggregate, would not have been duly authorized by all required partnership actions. The Purchaser has duly executed any adverse effect on the Purchaser's ability to consummate the transactions contemplated hereby; and delivered (iv) this Purchase Agreement, and this Purchase Agreement constitutes is the legal, valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar laws relating to the or limiting creditors' rights of creditors generallygenerally or by equitable principles relating to enforceability. (b) The Purchaser hereby represents to the Company that it is authorized to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (as c) The Purchaser represents to the Company that the address set forth under its name on the signature page to this Agreement is the Purchaser's true and correct residence or principal place of business, and the date hereof and as Purchaser has no present intention of becoming a resident of any other state or jurisdiction prior to the anticipated Closing Date hereunderDate. (d) The Purchaser represents to the Company that the Purchaser is not acquiring the Units, Note or Warrants to be purchased by it hereunder with a view to or for sale in connection with any distribution or resale thereof and is acquiring the Units, Note and Warrants for investment purposes within the meaning of the Securities Act. (e) The Purchaser understands and expressly acknowledges that it is receiving the Units, Note and Warrants in a private placement and that the Units, Note and Warrants are not registered under the Securities Act. The Purchaser agrees that if the Purchaser desires to sell or otherwise dispose of all or any part of the Units, Note or Warrants (other than pursuant to an effective registration statement under the Securities Act or a sale or other distribution made pursuant to Rule 144 or 144A under the Securities Act or a sale or other distribution subsequent to a sale or other distribution made pursuant to an effective registration statement or Rule 144 or 144A), the Purchaser shall deliver to the Company a written opinion of counsel (which counsel may include in-house corporate counsel of the Purchaser which is reasonably satisfactory to the Company), addressed to the Company, that an exemption from the registration requirements under the Securities Act is available and that the proposed disposition would comply with all applicable securities laws. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Units, Note and Warrants (and all securities issued in exchange therefor or substitution thereof until such time as the same is no longer required under the applicable requirements of the Securities Act), shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED, EXCEPT PURSUANT TO EITHER (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR 144A UNDER SUCH ACT OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES PROVIDED AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. (f) The Purchaser understands that it is purchasing the Note without being furnished any offering literature or prospectus other than the documents identified in Section 9.3, and acknowledges that (i) neither the Company nor any of its officers, directors, Affiliates, employees or agents has made any representation or warranty except as set forth in such documents; and (ii) no person, other than the Company, its officers, directors, Affiliates, employees and agents, is authorized to give any information or to make any representation not contained in such documents and, if given or made, any such information or representation must not be relied upon. The Purchaser represents to the Company that it is not purchasing Units as a result of or subsequent to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or other similar media or broadcast over television or radio; or (ii) any seminar or meeting to which the Purchaser was invited by any general solicitation or general advertising. (g) The Purchaser further represents to the Company that it is an 'accredited investor' (as such term is defined in Regulation D under the Securities Act), that it or the person who exercises full investment discretion to act on its behalf with regard to the matters contemplated herein has received and read a copy of the documents identified in Section 9.3 and that by reason of its business and financial experience and the business and financial experience of the persons retained by it to advise it with respect to its investment in the Units, it, together with such advisors, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the risk merits and risks of its the prospective investment in the Notes, the Warrants and the Shares being purchased by it and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss 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 acknowledges that it or the person who exercises full investment discretion to act on its behalf with regard to the matters contemplated herein has been given the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated hereby, the operations and financial condition of the Company and its Subsidiaries and the accuracy of the information contained in any document provided to them or the person who exercises full investment discretion to act on its behalf with regard to the matters contemplated herein and have received adequate information concerning the Company, the Subsidiaries, the Units, the Note and the Warrants to make its investment decision. (h) The Purchaser understands that these representations are required in connection with the laws of the United States and the states thereof. The Purchaser irrevocably authorizes the Company to produce this Agreement to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered in this Section 10. (i) The Purchaser certifies that each of the foregoing representations and warranties set forth in this Section 10 is true and accurate as of the date hereof and shall survive such date. If in any respect such representations and warranties shall not be true and accurate on the Closing Date, the Purchaser shall give written notice of such fact to the Company that specifying which representations and warranties are not true and accurate and the reasons therefor, whereupon the Company may elect to terminate this Agreement. Upon such termination, the Company shall return to the Purchaser is an "accredited investor" as defined in Rule 501(a) under all sums paid by the Securities ActPurchaser, without interest, and this Agreement shall be void and of no further effect.