Representations by Purchaser. Purchaser hereby represents and warrants to Seller that the following statements are true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:
Representations by Purchaser. I hereby covenant, warrant, and represent to Corporation as follows:
(a) I have received an Investment Disclosure Statement in the form attached hereto as Exhibit "B" (the "Disclosure Statement") and by this reference made a part hereof, and that I have carefully and thoroughly read and understand such Disclosure Statement;
(b) The Warrant which is the subject of my purchase hereunder, and any Rights therein, will be acquired by me for investment for my own account and not with a view to the offer for sale, or the sale, in connection with the distribution or transfer thereof, and I am not participating, directly or indirectly, in an underwriting of any such distribution or transfer;
(c) My income and net worth are such that I am not now, and do not contemplate being, required to dispose of any portion of any investment in the Warrant and/or Rights to satisfy any existing or expected undertaking or indebtedness. I am also able to bear the economic risks of an investment in the Warrant and Note, including, without limiting the generality of the foregoing, the risk of losing all or any part of my investment in the Warrant and Note and my probable inability to sell or transfer the Warrant, the Note and/or the Rights for an indefinite period of time;
(d) My income and net worth are such that I am able to provide debt financing to the Corporation in an amount equal to the Financing Amount and am able to accept the risk of losing all such sums provided thereunder because of non-payment of any or all amounts due under the Note;
(e) I will not sell the Warrant or any Rights thereunder, except in strict compliance with the provisions of the Warrant and this Subscription Letter;
(f) In addition to the Disclosure Statement, I have been granted access to all information, financial and otherwise, in respect to Corporation which I have requested, and with my professional advisors have examined such information and am satisfied with respect to the same;
(g) Either (i) I am relying on my own financial advisor, tax advisor and/or professional investment representative in making this investment decision and I am able to bear the economic risk of this investment, or (ii) my education, business and investing experience and financial sophistication enable me to evaluate the economic merits of my investment in the Note and Warrant;
(h) I have adequate means of providing for my current financial needs and personal contingencies, and I have no need for liquidity in my investment i...
Representations by Purchaser. Purchaser makes the following representations as the basis for the undertakings of the Seller contained in this Agreement:
(a) Purchaser is authorized under the provisions of the Constitution and laws of the State of Maryland and has all necessary power, right and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder.
(b) This Agreement and the Trust Agreement constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights, by applicable laws which may limit the availability of remedies hereunder or thereunder, or by equitable principles.
(c) Purchaser shall cause to be executed and delivered to Seller, an opinion of its counsel in substantially the form attached hereto as Exhibit B-1 concurrently with the execution and delivery of the Certificates under the Trust Agreement.
(d) During the Term of this Agreement, the Buses will be used by Purchaser only for the purpose of performing one or more essential governmental functions of Purchaser consistent with the permissible scope of Purchaser’s authority and within the scope of authorized public purposes.
(e) The execution, delivery and performance by the Purchaser of this Agreement will not violate any provision of Applicable Law or any judgment, order, decree, rule or regulation binding upon it the violation of which would have a materially adverse effect upon the Purchaser, the Buses or the operation thereof.
(f) There are no actions, suits or proceedings pending against the Purchaser or, to the knowledge of the Purchaser, threatened against the Purchaser before or by any court, governmental body or agency or other tribunal or authority which would, if adversely determined, have a materially adverse effect on the authority or ability of the Purchaser to perform its obligations under this Agreement, or which question the legality, validity or enforceability hereof.
(g) There is no Event of Default or, to the knowledge of the Purchaser, no event which, with the giving of notice or passage of time, would constitute an Event of Default under the Trust Agreement.
(h) The Purchaser will apply the proceeds of the Series 2019 Certificates as provided in the Trust Agreement.
(i) Purchaser has not failed to obtain approval, consent or withhold...
Representations by Purchaser. Purchaser hereby represents and ---------------------------- warrants unto Seller that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
(a) Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Purchaser of its obligations under this Agreement require no further action or approval of Purchaser's shareholders, directors, members, managers or partners (as the case may be) or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Purchaser. The individuals and/or entities signing below in the indicated representative capacities are fully authorized so to act.
(b) Purchaser is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).
(c) Subject to Section 5.3 hereof, none among the entry into, performance of, or compliance with this Agreement by Purchaser has resulted, or will result, in any violation of, default under, or acceleration of any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement, mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Purchaser.
Representations by Purchaser. Purchaser hereby represents and warrants as follows:
Representations by Purchaser. Purchaser represents to Seller as follows:
(i) Purchaser is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware; Purchaser has the requisite power and authority to enter into this Agreement, the Purchaser’s Closing Documents (as herein defined) and the Joint Closing Documents (as herein defined); such documents have been duly authorized by all necessary action on the part of Purchaser and have been or will be duly executed and delivered; that the execution, delivery and performance by Purchaser of such documents will not conflict with or result in violation of Purchaser’s organizational documents or any judgment, order or decree of any court or arbiter to which Purchaser is a party; such documents are valid and binding obligations of Purchaser, and are enforceable against Purchaser in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, creditor’s rights and other similar laws.
(ii) Purchaser has not received written notice that Purchaser is: (A) listed on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC pursuant to the Order and/or on any of the Lists;
Representations by Purchaser. Purchaser makes the following representations and warranties to Seller as of the Execution Date, all of which shall survive the Execution Date:
Representations by Purchaser. 27 6.02 Transfer of Units; Surrender of Preferred Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 6.03 No Transfer of Units to Directed Electronics, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Representations by Purchaser. Purchaser warrants and represents that:
(a) It has inspected and is familiar with the premises and with the physical condition of all furniture, fixtures, and equipment therein.
(b) It is a corporation organized and existing in good standing under the laws of the State of Colorado.
(c) It has obtained all necessary approvals required to make this agreement binding upon it in accordance with the terms hereof.
(d) All representations made by Purchaser shall survive the closing.
Representations by Purchaser. Purchaser represents and warrants the following:
(a) Purchaser has all requisite corporate or Entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) The execution and delivery by Purchaser of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all requisite corporate, Entity or other action.
(c) This Agreement, when executed and delivered by Purchaser, assuming due execution and delivery hereof by Alibaba, shall constitute valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws and Rules, including laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).
