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 PURCHASER. Each Purchaser, severally for itself and not jointly with the other Purchasers, represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. The Purchaser represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Company with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser represents and warrants to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, in order to induce the Company to perform this Agreement, hereby represents and warrants, severally and not jointly, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally for itself and not jointly with any other Purchaser, 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 hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser represents and warrants to the Company (for itself and not for the other Purchaser) that it is acquiring the Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Purchaser represents and warrants that it is an "accredited investor" as such term is defined under the Securities Act of 1933, as amended (the "Securities Act") or that it has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of this purchase. Each Purchaser further represents that it understands that (i) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and 4(6) thereof, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect (to be removed when such restrictions are no longer applicable), and (iv) the Company will make a notation on its transfer books to such effect. The Purchaser further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares in limited amounts under certain conditions. The Purchaser acknowledges that it has had a full opportunity to request from the Company all instruments, documents, records and books pertaining to this investment, all of which requested documentation has been made available by the Company, and the Purchaser has received such information that it deems relevant in making a decision to purchase the Shares being purchased by it hereunder. The Purchaser has had the full and fair opportunity to have the Company's Business Plan, other documents and this Agreement reviewed thoroughly by independent, competent advisors and counsel or, if not, then the Purchaser has made the fully informed, independent decision not to do so, and the Purchaser has duly considered the factors listed on Schedule 2.15 hereto (provided that the review and receipt of any such information shall not in any manner qualify or diminish the representations of the Company contained in Article II). The Purchaser will comply with any restrictions on transferability of the Sha...
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that:
(a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company.
(b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company.
(c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders).
(d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently reg...
