REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants and covenants to the Company as follows:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. (a) The Purchaser hereby represents and warrants to, and covenants with, the Issuer and Lexington that:
(i) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Issuer and Lexington, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities;
(ii) it is acquiring the Securities for investment only and with no present intention of distributing any of such Securities in violation of the registration requirements of the Securities Act or any state securities laws;
(iii) it will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or make a pledge of) any of the Securities except in compliance with the Securities Act, and the rules and regulations promulgated thereunder;
(iv) it has, in connection with its decision to purchase the Securities contemplated hereby, relied solely upon the Private Placement Memorandum, the representations and warranties of the Issuer and Lexington contained herein and the other documents, instruments and agreements delivered pursuant to Section 1.3 hereof; and
(v) it is an institution which is an "accredited investor" within the meaning of Rule 501 of Regulation D and a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act.
(b) The Purchaser further represents and warrants to, and covenants with, the Issuer and Lexington that (i) it has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Purchaser enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
(c) The Purchaser acknowledges and agrees that (i) it is purchasing securities which have not been registered under the Securities Act; and ...
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to ETP that:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. (a) The Purchaser represents and warrants that he is acquiring Company Securities for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act. The Purchaser agrees that he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of the Transaction Documents to which he is a party. The Purchaser represents and warrants that no other Person will have any interest, beneficial or otherwise, in the Company Securities acquired by the Purchaser hereby, except as permitted in the Transaction Documents to which the Purchaser is specified to be a party.
(b) The Purchaser acknowledges that he has been advised that (i) Company Securities are not registered under the Securities Act, and the Company has no obligation to effectuate any such registration, (ii) Company Securities must be held indefinitely and the Purchaser must continue to bear the economic risk of his investment in Company Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has no obligation nor any intention to make such Rule available, (iv) when and if any Company Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing Company Securities, and (vii) notations will be made in the appropriate records of the Company indicating that Company Securities are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to Company Secu...
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to Regency that:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants and covenants to the Partnership as follows with respect to himself:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to SUN that:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to the EqualNet Companies and covenants and agrees with the EqualNet Companies as follows:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to and agrees with the Issuer (with respect to the New Securities) and each Subsidiary Guarantor (with respect to the New Notes and Guaranties) as follows:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to Endeavour that: