Representations by Buyer. Buyer represents and warrants to, and covenants with, Seller as follows:
(a) Buyer is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound. The representations and warranties of Buyer shall survive Closing for a period of one (1) year.
Representations by Buyer. Buyer represents and warrants to the Company as follows:
(a) Buyer has received, read and understands the provisions of each of the following: (i) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006; (ii) the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2006; (iii) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006; (iv) the Company’s Registration Statement on Form S-1 filed with the SEC on October 20, 2006 and Amendment No. 1 thereto filed with the SEC on December 7, 2006 (File No. 333-138116); (v) the risk factors incorporated by reference herein in Section 4(f) hereof; (vi) the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2006; and (vii) the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006. Buyer understands that all of the foregoing together with this Subscription Agreement shall be referred to herein as “Offering Materials”.
(b) Buyer has relied only upon the information presented and contained in the Offering Materials. Buyer has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. Buyer has had the opportunity to verify the accuracy of the information contained in the Offering Materials.
(c) Buyer understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of his residence.
(d) Buyer understands (i) that neither the Securities nor the Warrant Shares have been registered under the Act or registered or qualified under the securities laws of the state of domicile of Buyer; (ii) that except as otherwise provided herein, Buyer has no right to require such registration or qualification; and (iii) that therefore Buyer must bear the economic risk of the investment for an indefinite period of time because neither the Securities nor the Warrant Shares may be sold unless so registered or qualified or unless an exemption from su...
Representations by Buyer. Buyer represents and warrants to, and covenants with, Seller as of the date hereof and as of the Closing Date as follows:
(a) Buyer is duly formed, validly existing and in good standing under the laws of New York, and on the Closing Date, to the extent required by law, the State in which the Property is located is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power and authority to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder.
(b) This Agreement and all closing documents to be executed by Buyer have or will have been duly authorized by all requisite corporate or other required action on the part of Buyer and are, or will be with respect to the closing documents, the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms.
(c) Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound. The representations and warranties of Buyer shall survive Closing for a period of six (6) months and any action brought on Buyer’s representations and warranties shall be commenced within ninety (90) days after the expiration of such six (6) month period or shall be forever barred and waived, to the extent permitted by law.
Representations by Buyer. The Buyer hereby represents and warrants unto the Sellers that 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:
Representations by Buyer. Buyer represents to Seller that the following statements are true and correct:
Representations by Buyer. The Buyer hereby represents and warrants to Seller, which representations and warranties shall survive the Closing, the following:
Representations by Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the power and lawful authority to enter into this Agreement and to consummate the transactions provided for herein.
(b) The execution and delivery of this Agreement and the related agreements (including without limitation the Warrant Agreement) referred to herein, and the consummation of the transactions contemplated hereby and thereby, have been or will prior to the Closing Date be duly and validly authorized by the board of directors of Buyer and RadNet, Inc., and no other acts or proceedings on the part of Buyer will be necessary to authorize this Agreement or the related agreements or the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under any note, instrument, agreement, mortgage, lease or other obligation to which Buyer is a party or to which any of its properties is subject.
(d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity.
Representations by Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer is purchasing the Shares solely for his own account for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of, or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933. The entire legal and beneficial interest in the Shares is being purchased, and will be held, for his account only, and neither in whole or in part for any other person.
(b) Buyer has the capacity to evaluate the merits and risks of an investment in IMC and to protect his own interests in connection with this transaction. Without limiting the generality of the foregoing, Buyer is knowledgeable about the plans, operations and financial condition of IMC and has all the information he deems necessary and appropriate to enable him to evaluate the financial risk inherent in making an investment in the Shares.
(c) Buyer realizes that the purchase of the Shares will be a speculative investment and involves a degree of risk, and he is able, without impairing his financial condition, to hold the Shares for an indefinite period of time and suffer a complete loss on his investment.
(d) Buyer hereby releases Seller from any and all damages or liability related to the Shares covered by this Agreement, included, but not limited to the value of the Shares, any tax consequences incurred by Buyer as a result of the purchase of Shares pursuant to this Agreement, or the transferability of the Shares subject to this Agreement.
(e) The sale of the Shares has not been registered under the Securities Act of 1933, and the Shares must be held indefinitely unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available; and
(f) The certificates representing the Shares will be stamped with legends restricting the sale or transfer of the Shares except in compliance with the Securities Act of 1933 and applicable California blue sky law.
Representations by Buyer. As an inducement to the Sellers to enter into this Agreement and to consummate the transactions contemplated herein, the Buyer represents and warrants to the Sellers, as of the date of this Agreement as follows:
Representations by Buyer. Buyer represents and warrants to, and covenants with, Sellers as follows:
(a) Buyer is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound.
(b) Buyer has not received any written notice that there is currently pending any proceedings, legal, equitable or otherwise, against Buyer which would affect its ability to perform its obligations hereunder.
(c) Buyer is not and is not acting on behalf of an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a "plan" within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. § 2510.3-101 of any such employee benefit plan or plans. The representations and warranties of Buyer shall survive Closing for a period of one hundred eighty (180) days after Closing.
