Common use of Representations of Purchasers Clause in Contracts

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, severally and not jointly, Purchaser represents and warrants to Borrowers that, as of the Company date hereof and as to himself as followsof the Closing Date: 3.1(a) Due Execution and Delivery; Binding Obligations. Such The Transaction Documents to which each 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 is a party have been duly executed and delivered by such Purchaser, and, upon execution and delivery by the Company . Each of this Agreement and the other Purchasers, this Agreement will be Transaction Documents to which such Purchaser is a party is the legally valid and legally binding obligation of such Purchaser, enforceable as to against such Purchaser in accordance with its terms respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws of general application relating to or affecting enforcement of limiting creditors' rights generally and subject to the availability of equitable remedies, whether considered in a proceeding at law or in equity. 3.2. Neither (b) The Purchaser is an "accredited investor" within the Company nor any person acting or purporting to act on behalf meaning of the Company has offered or sold any of Regulation D under the Securities to such Purchaser by means of any form of general solicitation or general advertising. Such Purchaser Act, that it is acquiring its Notes and Warrants for the Securities to be purchased by such Purchaser under this Agreement solely for his own beneficial account, for purpose of investment purposes, and not with any a view toto the distribution thereof, and that it has no present intention of selling, negotiating, or for resale otherwise disposing of the Notes or Warrants; provided that the disposition of such Purchaser's property shall at all times be and remain within its control. (c) It is a limited liability company, validly existing, and in connection withgood standing under the laws of its jurisdiction of organization and has all necessary powers, any distribution and all material governmental licenses, authorizations, consents and approvals, required to purchase the Purchaser Securities. (d) Neither the execution and delivery of this Agreement and the Transaction Documents nor the consummation or performance of the subject transactions will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in a violation of any provision of the organizational documents of such Securities. Such Purchaser. (e) Purchaser represents to Borrower that it understands that the Securities have Warrants are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from Borrower in a transaction not been registered involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933only in certain limited circumstances. In this connection, Purchaser represents to Borrower that it is familiar with SEC Rule 144, as amended currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Purchaser acknowledges that its investment in the Warrants may be an illiquid investment requiring it to bear the economic risk of the investment for an indefinite period and that Borrower may not be able to comply with the requirements of Rule 144 in the future. Purchaser acknowledges and consents to the inclusion on the Warrants (the "Act"), or any state securities laws, certificates issued upon exercise of the Warrants) of such legends as shall be warranted by reason of specific exemptions applicable law or required under the provisions thereof which depend Investor Rights Agreement. (f) It has incurred no obligation or liability for brokerage or finders' fees or other similar payment 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 connection with the transactions contemplated by this Agreement meet the requirementsAgreement.

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 requirementsrequirements for such exemptions. Such Purchaser is a director of the Company and an "accredited investor" as defined in Regulation D pursuant to the Act.