Common use of Representations of Buyer Clause in Contracts

Representations of Buyer. The Buyer makes the following representations upon which the Seller and the Company are relying and which shall survive closing: A. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona. To the best of Buyer's knowledge and upon review of corporate records, none of Buyer's members are control persons or affiliates of the Company. B. As set forth in Exhibit C, Buyer has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding instrument, enforceable in accordance with its terms. C. The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Buyer is a party or by which Buyer is bound. D. Buyer is purchasing the Purchased Shares solely for its account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law. E. Buyer is an "accredited investor" as defined under Rule 501 under the Securities Act, and has been provided all information, including publicly filed reports of the Company, the audited annual and/or interim quarterly financial statements of the Company, and all other information publicly filed by the Company. F. Buyer hereby agrees that the Purchased Shares are restricted pursuant to Rule 144 and, absent any right to an exemption, the Purchased Shares are subject to Rule 144 public resale requirements.