Representations of Buyers. Each Buyer, as to itself but as to no other Buyer, hereby represents, warrants and covenants to the Sellers that:
Representations of Buyers. Buyers hereby represents to the Seller that the statements in the following paragraphs of this Section 5 are all true and complete as of the Payment Date and the Final Payment Date:
Representations of Buyers. Each Buyer represents and warrants that this Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable against such Buyer in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. Each Buyer represents that it will acquire the Buyer Notes for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of the Buyer Notes, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the "1933 ACT"); provided, however, that by making the representations herein, such Buyer does not agree to hold any Buyer Notes for any minimum or other specific term and reserves the right to dispose of the Buyer Notes at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Each Buyer further represents, by acceptance hereof, that, as of this date, such Buyer is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the 1933 Act.
Representations of Buyers. Buyers represent and warrant to Sellers that as of the date hereof and as of the Closing Date:
(a) The execution, delivery and performance of this Agreement by Buyers has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this document a valid and binding instrument enforceable in accordance with its terms.
(b) The entering into this Agreement (and the purchase of the Properties by Buyers): (i) shall not constitute a violation or breach by Buyers of: (x) any contract, agreement, understanding or instrument to which it is a party or by which Buyers are subject or bound; or (y) any judgment, order, writ, injunction or decree issued against or imposed upon Buyers; and (ii) will not result in the violation of any applicable law, order, rule or regulation of any governmental or quasi-governmental authority.
(c) Subject to obtaining the Lenders' consents, Buyers do not need any further consents, joinders or authorizations from any governmental or private entity, corporation, partnership, individual or other entity to execute, deliver and perform their obligations under this Agreement, and to consummate the transactions contemplated hereby. All representations and warranties of Buyers made in this Section 6 shall expire on the first (1st) anniversary of the Closing, except that if a claim is made hereunder with respect to a breach of such representation and warranty prior to the first (1st) anniversary of the Closing, then such representation and warranty shall survive as to such claim until a full and complete adjudication of such claim.
Representations of Buyers. 9 SECTION 3.10 Use of Proceeds ......................................10
Representations of Buyers. The Buyers hereby represent and warrant that:
Representations of Buyers. Each Buyer represents and warrants that:
Representations of Buyers. Each of Buyers represents or warrants to the Company that: (i) such Buyer has all requisite power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement and the consummation by such Buyer of the transactions contemplated hereby have been duly authorized and no further consent or authorization of Buyer or its Board of Directors, managers or its equity holders is required; (iii) this Agreement constitutes the legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms; and (iv) such Buyer has not assigned, transferred, sold or pledged the Note issued to such Buyer and such Buyer has the right and authority to accept in full payment of the applicable Note the Prepayment Amount applicable thereto.
Representations of Buyers. 2.1 Buyers hereby represent and warrant to the Company as follows:
(a) Buyers acknowledge that the Shares will be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act")), and the Shares will include the restrictive legend set forth in Section 3.2 hereof or one similar to it.
(b) Buyers have the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Buyers enforceable in accordance with its terms.
(i) Buyers acknowledge that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time.
(ii) Buyers further represent that: (A) each Buyer is acquiring the Shares for its own account, for investment purposes only and not with a present view toward resale, assignment or distribution thereof; (B) it is an "accredited investor"; (C) it has such knowledge and experience in financial, tax and business matters that it is capable of evaluating the merits and risks of an investment in the Shares; and (D) has been given the opportunity to ask questions of and to receive answers from persons acting on the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense.
Representations of Buyers a) Buyers represent that this property is being developed as a single family residential home for Buyers; and that the same intend to reside in the home.
b) That Buyers have not entered into any brokerage or agency agreements in relation to the purchase of the real property identified in this Agreement and there is no brokerage fee or commission due and owing to any person or entity in relation to the sale of said real property.
