REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each Investor ----------------------------------------------- covenants with, and represents and warrants to, the Company as follows:
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each Investor represents and warrants to the Company as follows:
(a) The Investor (i) is acquiring the Debenture and the Warrant and (ii) upon conversion of the Debenture or the Class B Preferred Stock, or upon exercise of the Warrant, will acquire the applicable Conversion Shares then issuable, for investment for its own accounts and not with a view to, or for resale in connection with, any distribution of the Securities. The Investor understands that the Securities have not been registered under the Securities Act, or under any state securities or "Blue Sky" laws, and, as a result, are subject to substantial restrictions on transfer. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities or "Blue Sky" laws, or exemptions from registration under the Securities Act and such laws are available; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws.
(b) This Agreement has been duly executed and delivered by the Investor and constitutes a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equity principles.
(c) The Investor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D under the Securities Act.
(d) [STATE REPRESENTATION]
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each of the Investors, by its acceptance of this Agreement, severally and not jointly represents and warrants to Company as follows:
a. Investor is acquiring the Securities for its own account and not with a view towards distribution.
b. Investor is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act. Investor has adequate net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment in the Securities purchase, and has no need for liquidity in such investment. Investor, itself or through its officers, employees or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Securities, and Investor, either alone or through its officers, employees or agents, has evaluated the merits and risks of the investment in the Securities.
c. Investor acknowledges and agrees that it is purchasing the Securities hereunder based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company.
d. Investor has no contract, arrangement or understanding with any broker, finder, investment bank, financial intermediary or similar agent with respect to any of the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. To induce the Company to enter into this Agreement and consummate the transactions contemplated hereby, each of the Investors, severally and not jointly, covenants with, and represents and warrants to, the Company as follows:
(a) ORGANIZATION; POWER; QUALIFICATION; ACCREDITED INVESTOR STATUS. Each Investor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Investor has the corporate power and authority to own or lease and operate its properties and to carry on its business as it is now being and hereafter proposed to be conducted. Each Investor is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization. Each Investor is an "accredited investor" as that term is defined in Rule 501 under the Securities Act.
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each of the Investors represents and warrants to the Company severally, but not jointly, as follows:
A. Due Organization and Authorization. Such Investor is a limited partnership, other limited liability entity, business trust or other entity duly organized and validly existing under the laws of the jurisdiction of its organization and is in good standing under such laws. Such Investor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and all of the Related Agreements to be delivered by such Investor pursuant hereto, and this Agreement has been, and when delivered in accordance with the terms hereof the Related Agreements will be, duly authorized and validly executed and delivered by such Investor and this Agreement constitutes, and when delivered in accordance with the terms hereof each Related Agreement will constitute, the valid and binding agreement of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each of the Investors, for itself and not for any other Investor, represents and warrants to the Company that:
(a) It is purchasing the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution of the Shares in violation of any applicable securities law. Each Investor understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and that the reliance of the Company and others upon this exemption is predicated in part upon this representation by the Investors. Each Investor further understands that the Shares may not be transferred or resold without (i) registration under the Securities Act and any applicable state securities laws, or (ii) an exemption from the requirements of the Securities Act and applicable state securities laws.
(b) Each Investor understands that an exemption from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the Commission. Each Investor understands that any sales pursuant to Rule 144 can be made only in full compliance with the provisions of Rule 144.
(c) Each Investor is an "accredited investor" for purposes of Regulation D promulgated under the Securities Act and, either alone or with such Investor's representative, has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of the investment in the Shares and Warrants and bear the economic consequences thereof. Each Investor has relied upon such Investors' own independent investigation and, to the extent believed appropriate, such Investors' own professional, tax and other advisors, and has not relied upon any representation or warranty from the Company, or any of their respective officers, directors, employees agents, affiliates or representatives, with respect to the value of the Shares. Each of the Investors has evaluated the merits and risks of an investment in the Shares and has determined that such shares are a suitable investment for the Investor in light of such Investor's overall financial condition and prospects. Each of the Investors has been advised, and is aware, that the market prices of shares of stock of publicly traded companies fluctuate and that there ca...
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. In order to induce the Company to enter into this Agreement and to sell the Common Shares and Warrants, each Investor (as to such Investor only and not as to any other Investor) hereby covenants with, and represents and Warrants to, the Company as follows:
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. Each of the Investors ----------------------------------------------- represents and warrants with respect only to itself, and not as to any other Investor, as follows:
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. A. Each Investor (including, without limitation, each transferee of an Investor) that is an individual represents and warrants to, and covenants with, each Partner and each Investor that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Investor will not result in a breach or violation of, or a default under, any material agreement by which such Investor or any of such Investor's property is bound, or any statute, regulation, order or other law to which such Investor is subject, (ii) such Investor is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iii) such Investor does not, and for so long as it is an Investor will not, own, directly or indirectly, (a) five percent (5%) or more of the total combined voting power of all classes of stock entitled to vote, or five percent (5%) or more of the total number of shares of all classes of stock, of any corporation that is a tenant of either (I) WEA, any Special Limited Partner or any "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to WEA, (II) the Partnership or (III) any partnership, venture or limited liability company of which WEA, the General Partner, any Special Limited Partner, any "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to WEA or the Partnership is a member or (b) an interest of five percent (5%) or more in the assets or net profits of any tenant of either (I) WEA, any Special Limited Partner or any "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to WEA, (II) the Partnership or (III) any partnership, venture, or limited liability company of which WEA, any Special Limited Partner, any "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to WEA or the Partnership is a member and (iv) this Agreement is binding upon, and enforceable against, such Investor in accordance with its terms. Notwithstanding the foregoing, the Investor may exceed any of the five percent limits (5%) set forth in clause (iii) of the immediately preceding sentence; provided that the Investor obtains the written -------- consent of the Managing General Partner prior to exceeding any such limits, which consent the Managing General Partner may give or withhold in its sole and absolute discretion; provided, further, that in no event shall the Inves...
REPRESENTATIONS AND WARRANTIES BY THE INVESTORS. The Investors warrant to the Company as follows.
