Representations of Purchasers. Each Purchaser solely owns all right, title and interest in and to its respective Existing Promissory Note(s) and has not conveyed any interest or other right in any such Existing Promissory Note to any other Person or otherwise subjected, or allowed to be subjected, such Existing Promissory Note to any lien or other encumbrance. The transactions contemplated by this Agreement will result in the full and complete release and satisfaction of any and all obligations of the Company with respect to each Purchaser's Existing Promissory Note(s). The Existing Promissory Note(s) being tendered by each Purchaser to the Company pursuant to this Agreement are the only promissory notes or other debt obligations of the Company to such Purchaser.
Representations of Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company as to himself as follows:
3.1. Such Purchaser has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by such Purchaser under this Agreement. This Agreement has been duly executed and delivered by such Purchaser, and, upon execution and delivery by the Company and the other Purchasers, this Agreement will be the valid and legally binding obligation of such Purchaser, enforceable as to such Purchaser in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and equitable remedies.
3.2. Neither the Company nor any person acting or purporting to act on behalf of the Company has offered or sold any of the Securities to such Purchaser by means of any form of general solicitation or general advertising. Such Purchaser is acquiring the Securities to be purchased by such Purchaser under this Agreement solely for his own beneficial account, for investment purposes, and not with any view to, or for resale in connection with, any distribution of any such Securities. Such Purchaser understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Purchaser and upon the accuracy of the other representations made by such Purchaser in this Agreement. Such Purchaser understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining that the transactions contemplated by this Agreement meet the requirements
Representations of Purchasers. Each Purchaser represents, warrants and agrees as follows:
Representations of Purchasers. Each of the Purchasers hereby represent and warrant to Company as follows:
Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the Closing Date and immediately following the closing of the transactions under this Agreement, the following are true and correct: (a) such Purchaser is acquiring the Notes to be purchased by it hereunder for investment purposes and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act as in effect as of the Closing Date, (c) such Purchaser (i) is duly organized or formed, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (iii) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably be expected to have a material adverse effect upon the business, assets, properties, liabilities or financial condition of such Purchaser, (d) the execution, delivery and performance by such Purchaser of each Note Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not contravene the terms of such Person’s Organization Documents and (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Purchaser of this Agreement or any other Note Document other than those that have already been obtained and are in full force and effect. Each Purchaser acknowledges that it has obtained its own attorneys, business advisors and tax advisors as to legal, business and tax advice (or has decided not to obtain such advice) and has not relied in any respect on the Issuer for such adv...
Representations of Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company as to himself as follows:
3.1. Such Purchaser has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by such Purchaser under this Agreement. This Agreement has been duly executed and delivered by such Purchaser, and, upon execution and delivery by the Company and the other Purchasers, this Agreement will be the valid and legally binding obligation of such Purchaser, enforceable as to such Purchaser in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and equitable remedies.
3.2. Neither the Company nor any person acting or purporting to act on behalf of the Company has offered or sold any of the Securities to such Purchaser by means of any form of general solicitation or general advertising. Such Purchaser is acquiring the Securities to be purchased by such Purchaser under this Agreement solely for his own beneficial
Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the Closing Date and immediately following the closing of the transactions contemplated under this Agreement, the following are true and correct: (a) such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale or resale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 promulgated under the Securities Exchange Act of 1934 as in effect as of the Closing Date, and (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and (c) such Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes. The purchase of the Notes by each Purchaser on the Closing Date shall constitute its confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations and warranties contained in Section 4.25, the Issuer is relying, to the extent applicable, upon the representations and warranties made by the Purchasers herein.
Representations of Purchasers. Each of CNSI, Gladstone and The Regents (each hereinafter referred to as a "Purchaser") hereby represents to the Company in connection with the Purchaser of their respective Shares contemporaneously the execution of this Agreement that:
Representations of Purchasers. To induce Sellers to enter in this Agreement, Purchasers represent and warrant to Sellers as follows:
Representations of Purchasers. Each Purchaser hereby represents and warrants to the Company that (a) it has been duly organized and is existing in good standing as the type of entity and under the laws of the state set forth under its respective name on the signature page hereof, (b) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and (c) this Agreement has been duly authorized, executed and delivered by such Purchaser.
