Representations, Warranties and Agreements of the Purchasers. Each Purchaser severally for itself, and not jointly with the other Purchasers, represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Agreements of the Purchasers. Each Purchaser represents and warrants to, and agrees with, the Company the following:
Representations, Warranties and Agreements of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:
Representations, Warranties and Agreements of the Purchasers. Each Purchaser hereby represents and warrants to, and agrees with, the Issuer that:
(1) The Purchaser understands that the Note purchased by it has not been registered under the Securities Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration.
(2) The Purchaser is acquiring the Note for its own account, and not as a nominee for any other Person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Securities Act, but subject, nevertheless, to the condition that all dispositions of its property shall at all times be within its control.
(3) The Purchaser is an institutional “accredited investor” of the type described in clause (1) of Section 501(a) of Regulation D under the Securities Act.
(4) The Purchaser is not acquiring the Note with the assets of a Benefit Plan Investor.
(5) Neither the Purchaser nor any Person acting on its behalf has offered to sell the Note by any form of general solicitation or general advertising. The Purchaser has not offered the Note in any manner that would render the issuance and sale of the Note a violation of the Securities Act, or require registration pursuant thereto, nor has it authorized nor will it authorize any person to act in such manner.
Representations, Warranties and Agreements of the Purchasers. Each Purchaser, represents and warrants to, and agrees with, the Company, severally and not jointly and with respect to only itself (except with respect to the representation and warranty set forth in Section 6(f) which shall only be made by Xxxxxx Brothers Inc.), as follows:
(a) Such Purchaser is knowledgeable, sophisticated and experienced in business and financial matters and qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D and as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.
(b) Such Purchaser has been afforded access to information about the Company and the financial condition, results of operations, business, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Neither such access or questions nor any other due diligence investigations conduction by such Purchaser or its advisors, if any, or representatives shall modify, amend or affect such Purchaser's right to rely on the Company's representations, warranties and agreements contained in this Agreement, the Indenture, the Registration Rights Agreement and the Securities.
(c) Such Purchaser understands that its investment in the Securities involves a high degree of risk. Such Purchaser is able to bear the economic risk of its investment in the Securities and is presently able to afford the complete loss of such investment.
(d) Such Purchaser is acquiring the Securities solely for its own account and not as a nominee or agent for any other person and not with a view to any distribution thereof that violates the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.
(e) Xxxxxx Brothers Inc. has not offered or sold the Securities by means of any form of general solicitation or general advertising within the meani...
Representations, Warranties and Agreements of the Purchasers. Each of the Purchasers hereby represents, warrants and agrees to the Company as follows as of the date hereof and as of the Closing Date:
Representations, Warranties and Agreements of the Purchasers. 14 SECTION 5.1 Representations and Warranties of the Purchasers 14 SECTION 5.2 Agreements of the Purchaser 16 ARTICLE VI COVENANTS 16 SECTION 6.1 Implementing Agreement. 16 SECTION 6.2 Preservation of Business. 17 SECTION 6.3 Exclusivity. 17 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 17 SECTION 7.1 Termination 17 SECTION 7.2 Effect of Termination 17 ARTICLE VIII MISCELLANEOUS 18 SECTION 8.1 Notices 18 SECTION 8.2 Binding Effect; Survival 19 SECTION 8.3 Applicable Law 19 SECTION 8.4 Waivers; Amendments 19 SECTION 8.5 Entire Agreement 19 SECTION 8.6 Waiver of Jury Trial 19 SECTION 8.7 Severability 19 SECTION 8.8 Counterparts 20 SECTION 8.9 Headings 20 SECTION 8.10 Expenses 20 SECTION 8.11 Confidentiality 20 SECTION 8.12 Further Assurances 20
Representations, Warranties and Agreements of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
Representations, Warranties and Agreements of the Purchasers. Each Purchaser agrees and acknowledges that the Obligors and counsel to the Obligors may rely upon the accuracy of and performance of obligations under the representations, warranties and agreements of the Purchasers contained in this Article IV.
Representations, Warranties and Agreements of the Purchasers. Each Purchaser hereby represents and warrants to, and agrees with, the Issuer that:
(a) The Purchaser understands that the Note purchased by it has not been registered under the Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration.
(b) The Purchaser is acquiring the Note for its own account, and not as a nominee for any other person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Act, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.
(c) The Purchaser will not dispose of the Note or any portion thereof purchased by it in violation of any applicable securities laws.
(d) The Purchaser is an "accredited investor" as defined in Regulation D under the Act, that is experienced in making investments such as the Advances and is able to evaluate the merits and risks involved in financing SBA Loans.
(e) The Purchaser is not, and is not purchasing for, or on behalf of, a "benefit plan investor" as such term is defined in 29 C.F.R.
