Representations, Warranties and Covenants of Each Purchaser. Each Purchaser for itself and no other Purchaser hereby represents and warrants to, and covenants with, the Company as of the Closing Date (or such other date specified below) as follows:
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser represents and warrants to and covenants with the Company as follows:
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Company as follows:
6.1 Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (v) the Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
6.2 The Purchaser hereby covenants with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, and shares of Series C Pref...
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby represents and warrants to the Company and agrees with the Company that, as of the date of this Agreement and as of the Closing Date:
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
Representations, Warranties and Covenants of Each Purchaser. As of the date of this Addendum, each Purchaser hereby represents, warrants and covenants to the Seller as follows:
Representations, Warranties and Covenants of Each Purchaser. Except as set forth on the corresponding sections of the applicable Purchaser Disclosure Schedule or as specifically contemplated by this Agreement, each Purchaser, severally and not jointly, hereby represents and warrants to, and covenants with, the Company as of the Closing Date as follows:
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby severally represents and warrants to, and covenants with, the Company as follows:
4.1. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT. Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, has taken all necessary action to authorize the execution, delivery and performance of this Agreement and, if applicable, such Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction. Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7 below may be legally unenforceable. 4.2. INVESTMENT EXPERIENCE. Such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Securities.
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser, severally but not jointly, hereby represents and warrants to the Company as follows, on and as of (i) the date of this Agreement, (ii) the Closing Date, and (iii) each Option Closing Date:
Representations, Warranties and Covenants of Each Purchaser. Each Purchaser, severally but not jointly, hereby represents and warrants to the Company as follows, on and as of the date of this Agreement and the Closing Date (if different): Risk of Investment. Such Purchaser understands that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) only investors who can afford the loss of their entire investment should consider investing in the Company or the Securities, (ii) such Purchaser may not be able to liquidate its investment, (iii) transferability of the Securities is limited under applicable securities laws, and (iv) an investment in the Securities involves risks described in the SEC Reports.
