REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies hereby represents and warrants to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. The representations and warranties of Jefferies shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Jefferies shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Jefferies at or prior to the Closing Date.
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Except as disclosed in the Reports filed with or furnished to the SEC by Jefferies prior to the date hereof, Jefferies represents and warrants to, and agrees with, Leucadia, as of the date hereof (or as of such earlier date in the case of any representation or warranty expressly made as of an earlier date), as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. As a material inducement to the Selling Members to enter into this Agreement and acquire the Jefferies Shares and Institutional Fund Purchased Interests hereunder, Jefferies hereby represents and warrants to the Selling Members that, as of the date of this Agreement, except as set forth on Jefferies Schedule of Exceptions specifically identifying the relevant subparagraph hereof (the "Jefferies Schedule of Exceptions") furnished to the Selling Members, to the Manager and to the GP prior to the execution hereof and attached hereto as Schedule B, which exceptions shall be deemed to be part of the representations and warranties as if made hereunder, and except for such matters as do not adversely affect the value of the Jefferies Shares or the Institutional Fund Purchased Interests, the following representations and warranties are true and correct in all material respects:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies hereby represents and warrants to Leucadia and the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies represents, warrants and covenants (and acknowledges that Timberline is relying on such representations, warranties and covenants) that, as of the date of this Agreement:
1. Jefferies understands that, at the time Jefferies receives the Exchange Shares, (i) the Exchange Shares will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable state securities laws and may not be offered or sold absent such registration or an available exemption from such registration requirements and (ii) the Exchange Shares will not be approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities agency. Jefferies understands and agrees that the Exchange Shares are being issued to Jefferies in reliance upon the exemption provided under Rule 506 of Regulation D and/or section 4(2) under the U.S. Securities Act;
2. Jefferies is not an underwriter and Jefferies will acquire the Exchange Shares solely for investment purposes for its own account and not with a view to, or for, resale in connection with any distribution of securities within the meaning of the U.S. Securities Act; and the Exchange Shares will not be obtained with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge to any person the Exchange Shares; and it understands that the legal consequences of the foregoing representations and warranties to mean that it must bear the economic risk of the investment for an indefinite period of time because the Exchange Shares, at the time of receipt, will not be registered under the U.S. Securities Act, and, therefore, may be resold only if registered under the U.S. Securities Act or if an exemption from such registration requirement is available;
3. Jefferies is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D of the U.S. Securities Act;
4. Jefferies understands that, except as provided in Section E hereof, Timberline is under no obligation to register the Exchange Shares or to cause or permit the Exchange Shares to be transferred in the absence of any such registration or exemption;
6. Jefferies has not purchased the Exchange Shares as a result of any form of general solicitation or general advertising (as such ter...
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies represents and warrants to Merger Sub One as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies represents and warrants to Gear as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Jefferies hereby represents and warrants to NovaStar, on the date of this Agreement and on the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF JEFFERIES. Except as disclosed in (a) the Jefferies SEC Documents filed prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent that they are forward-looking statements or cautionary, predictive or forward-looking in nature), or (b) the corresponding sections or subsections of the disclosure schedules delivered to Leucadia by Jefferies in connection with this Agreement (the “Jefferies Disclosure Schedule”) (it being agreed that disclosure of any item in any section or subsection of the Jefferies Disclosure Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure), Jefferies represents and warrants to Leucadia and Merger Sub Two as follows:
