REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows:
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REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. (a) Each of the Purchasers represents and warrants, severally, but not jointly, that (a) it will acquire the Securities to be acquired by it for its own account and that the Securities are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Purchaser; (c) this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of such Purchaser; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) such Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Securities and to obtain additional information concerning the Company and its business; and (f) such Purchaser has the ability to evaluate the merits and risks of an investment in the Securities and can bear the economic risks of such investment. Each Purchaser represents and warrants that it has retained no finder or broker in connection with the transactions contemplated by this Agreement. The acquisition by each Purchaser of the Securities acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser as at the date of such acquisition. Each Purchaser further represents that it understands and agrees that no public market now exists for any of the Securities or the Warrant Shares, that there is no assurance that a public market will ever exist for the Securities or the Warrant Shares, and that until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all Securities and certificates evidencing any of the Warrant Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH S...
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

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

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

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