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. The Purchaser represents and warrants to, and covenants with, the Seller that:
(a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization.
(b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.
(c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities.
(d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties.
(e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement.
(f) There is no investment banker, broker, finder or other intermediary who might be entitled to any fee...
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 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 and covenants to SUN that:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to and agrees with the Issuer and each Subsidiary Guarantor as follows:
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to Endeavour that:
