Representations and Warranties by Each Purchaser Sample Clauses

Representations and Warranties by Each Purchaser. Purchaser represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Shares are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. (e) The Purchaser understands that the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act, that the Company has no present intention of registering the Shares and that the Purchaser must bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 under the Securities Act, which allows limited resale of such securities under certain conditions; that, in any event, such exemption from registration under Rule 144 will not be...
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Representations and Warranties by Each Purchaser. Each Purchaser, severally and not jointly, represents and warrants to the Company as follows: (a) The Securities are being or will be acquired for such Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or applicable state securities laws. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and have not been qualified under any state securities laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (ii) the Company's reliance on such exemptions is predicated on such Purchaser's representations set forth herein. Such Purchaser understands that the resale of the Securities may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities law or is exempt from such registration. (c) Such Purchaser is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Such Purchaser is able to bear the economic risk of the purchase of the Securities pursuant to the terms of this Agreement, including a complete loss of such Purchaser's investment in the Securities. (d) Such Purchaser has the full right, power and authority to enter into and perform such Purchaser's obligations under this Agreement and each Related Agreement to which it is a party, and this Agreement and each Related Agreement to which it is a party constitute valid and binding obligations of such Purchaser enforceable in accordance with their terms. (e) No consent, approval or authorization of or designation, declaration or filing with any Governmental Body on the part of such Purchaser is required in connection with the valid execution and delivery of this Agreement or any Related Agreement to which it is a party, except to the extent any local governmental authority requires such declaration under state "Blue-Sky" laws, which shall be filed, if necessary.
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Representations and Warranties by Each Purchaser. Each Purchaser, for that Purchaser alone, represents and warrants to the Company with respect to this purchase as follows: (a) This Agreement constitutes the Purchaser's valid and legally binding obligation, enforceable in accordance with its terms. (b) It is experienced in evaluating and investing in high technology companies such as the Company. (c) It is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. It understands that the Shares to be purchased have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent as expressed herein. (d) It acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act, or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Securities Act that permit limited resale of Shares purchased in a private placement subject to the satisfaction of certain conditions. (e) It understands that no public market now exists for any of the securities issued by the Company, and that it is unlikely that a public market will ever exist for the Shares. (f) It has had an opportunity to discuss the Company's business, management, and financial affairs with the Company's management and to review the Company's facilities. It understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company's business and prospects that the Company believes to be material, but that these descriptions were not necessarily thorough or exhaustive.
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Representations and Warranties by Each Purchaser. Each Purchaser, severally and not jointly, represents and warrants to the Company and the Adviser as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, as follows:
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Representations and Warranties by Each Purchaser. Each Purchaser, for itself and for no other Purchaser, represents and warrants to the Company as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with the Company, as follows:
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Representations and Warranties by Each Purchaser. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows: (a) The Series A Preferred Shares and the Conversion Shares issuable upon conversion thereof are being acquired for the Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or the California Law. (b) The Purchaser understands that the Series A Preferred Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Series A Preferred Shares or the Conversion Shares, that the Series A Preferred Shares and the Conversion Shares must be held by the Purchaser indefinitely, and that the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser further understands that the Series A Preferred Shares and the Conversion Shares have not been qualified under the California Law by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the Purchaser's investment intent expressed above. (c) During the negotiation of the transactions contemplated herein, the Purchaser and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company's officers, employees, agents, accountants and representatives concerning the Company's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order
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Representations and Warranties by Each Purchaser. Each Purchaser, severally and not jointly, represents and warrants to the Company as follows:
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Representations and Warranties by Each Purchaser. Each Purchaser hereby represents and warrants to Seller that, as to such Purchaser and not to any other Person, the following statements are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date: (a) Organization and Power; Due Authorization; Enforceability. Such Purchaser, if not an individual, is duly organized, validly existing and in good standing under the laws of the State of its organization, and has full right, power and authority to enter into this Agreement and to perform all of its obligations under this Agreement. If such Purchaser is not an individual, the execution and delivery by such Purchaser of this Agreement and the performance by such Purchaser of its obligations hereunder have been duly authorized by all requisite action of such Purchaser and require no further action or approval of such Purchaser’s members, partners, stockholders, managers, board of directors, trustees or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of such Purchaser. This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy or the application of equitable principles.
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Related to Representations and Warranties by Each Purchaser

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER Each Purchaser, severally and not jointly, 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 EACH INVESTOR Each Investor represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller, severally and not jointly, represents and warrants to Buyer as follows:

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