REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor (with respect to itself only) hereby represents and warrants to the Company and agrees with the Company that, as of the Execution Date:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor, severally and not jointly, represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor hereby represents, warrants and covenants, severally and not jointly, that:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor, severally for itself and not jointly with any other Investor, represents and warrants to the Company and the Placement Agents that the statements contained in this Section 4 are true and correct as of the date of this Agreement and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor (with respect to itself only) hereby represents and warrants to the Company and agrees with the Company that, as of the Execution Date and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. As a material inducement to the Issuer entering into this Agreement and issuing the Notes and Warrants, and in reliance upon the representations and warranties of the Issuer in Section 4 hereof, each of the Investors severally and not jointly represents, warrants, and covenants to the Issuer as follows:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor represents and warrants to the Company as follows:
(a) It is acquiring the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act.
(b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder.
(c) It is a validly existing limited liability company duly organized and in good standing under the laws of its jurisdiction of organization.
(d) It has taken all action necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which it is a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed and delivered by the Investor, each of the Transaction Documents to which the Investor is a party shall constitute the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity.
(e) It is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it...
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor (other than Sponsor Investor) hereby represents and warrants to Sponsor and each other Investor on the Effective Date and the Document Closing Date as follows (unless another date is specified, in which case such Party so represents and warrants only as of such date), except as set forth in the applicable disclosure schedule that corresponds to the subsection of this Section 3.3; provided that any matter disclosed in any disclosure schedules shall be deemed disclosed for all representations and warranties under this Participation Agreement to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other Sections:
REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. In order to induce the Company to enter into this Purchase Agreement, each Investor represents and warrants to the Company the following:
