Representations Warranties and Agreements of Purchasers Sample Clauses

Representations Warranties and Agreements of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants, solely as to such Purchaser and not as to any other Purchaser, to the Company as follows:
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Representations Warranties and Agreements of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants, solely as to such Purchaser and not as to any other Purchaser, to the Company as follows: 5.1 Purchase for Investment. (a) Such Purchaser is acquiring the Shares and Warrants and will acquire the Warrant Shares solely by and for his, her or its own account, for investment purposes only and not for the purpose of resale or distribution; and such Purchaser has no contract, undertaking, agreement or arrangement with any Person to sell, transfer, distribute, fractionalize, pledge, or otherwise dispose of to such Person or anyone else any Shares, Warrants or Warrant Shares; and such Purchaser has no present plans or intentions to enter into any such contract, undertaking or arrangement. (b) Such Purchaser has all necessary power and authority to acquire the Shares and Warrants and will have all necessary power and authority to acquire the Warrant Shares and such acquisitions will not contravene any law, rule or regulation binding on him, her or it or any investment guideline or restriction applicable to him, her or it. (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any Government Authority or third party is required to be obtained or made by such Purchaser in connection with the execution and delivery by such Purchaser of this Agreement or the consummation of the transactions contemplated hereby (including, without limitation such Purchaser’s acquisition of Shares, Warrants or Warrant Shares). (d) Such Purchaser acknowledges that (i) he, she or it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) he, she or it has such knowledge and experience in financial and business matters in general that it has the capacity to evaluate the merits and risks of an investment in the Shares, Warrants and Warrant Shares and to protect his, her or its own interest in connection with an investment in the Shares, Warrants and Warrant Shares; (iii) he, she or it is able to bear the economic risk of his, her or its investment in the Shares, Warrants and Warrant Shares for an indefinite period of time; (iv) the Company has made available to him, her or it the opportunity to evaluate the merits and risks of his, her or its investment in the Company; (v) he, she or it has been afforded access to information about the Company and the opportunity to ask questions of, and to receive answers from, office...
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Representations Warranties and Agreements of Purchasers. Each Purchaser agrees and acknowledges that the Obligors, counsel to the Obligors and counsel to the Purchasers may rely upon the accuracy of and performance of obligations under the representations, warranties and agreements of such Purchaser contained in this Article IV.
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Representations Warranties and Agreements of Purchasers. Each of the Purchasers, severally but not jointly, represents, warrants and agrees with the Breitburn Parties as follows, except with respect to any representation and warranty that speaks solely to a specific Purchaser, which representation and warranty is made only by the Purchaser to which such representation and warranty speaks: (a) Accredited Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Securities. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Securities.
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Representations Warranties and Agreements of Purchasers 
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Related to Representations Warranties and Agreements of Purchasers

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that: a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Fund to provide investment services to the Portfolio Account as contemplated hereby. b. The Fund will deliver to the Sub-Adviser a true and complete copy of its then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Portfolio Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement. c. The Fund is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Fund by applicable law and regulations.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that: (a) The Adviser and the Sub-Adviser each has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby. (b) The Trust will cause the Adviser to deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Contract.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASERS Each Purchaser hereby represents and warrants to the Company as follows:

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