REPRESENTATIONS, WARRANTIES AND COVENANTS OF PREFERRED HOLDERS. Each Preferred Holder, severally and not jointly, represents, warrants and covenants to the Company as follows at the date hereof and also, except as may be disclosed otherwise in a letter delivered by such Preferred Holder to the Company prior to the Closing, as of the Closing Date: 5.1 Securities Law Representations and Warranties (a) Such Preferred Holder 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 Exchange, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to Exchange such Preferred Holder’s Tendered Shares for the Exchange Shares. (b) Such Preferred Holder is acquiring the Exchange Shares in the ordinary course of its business and for such Preferred Holder’s own account for investment only, and has no present intention of distributing any of the Exchange Shares nor any arrangement or understanding with any other persons regarding the distribution of such securities within the meaning of Section 2(11) of the Securities Act. (c) Such Preferred Holder 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 Exchange Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations”) and any applicable state securities laws. (d) Such Preferred Holder has completed or caused to be completed the Stock Certificate Questionnaire attached to this Agreement as Appendix A, and the answers to the Questionnaires are true and correct as of the date of this Agreement and as of Closing. (e) Such Preferred Holder has, previously or in connection with the decision to participate in the Exchange, reviewed the Company’s documents filed with the SEC under the Exchange Act since December 29, 2002. (f) Such Preferred Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Exchange Shares were not offered to such Preferred Holder through any form of general solicitation or general advertisement. (h) The address of such Preferred Holder at which the decision to invest in the Exchange Shares was made is set forth on the signature page to this Agr...

Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF PREFERRED HOLDERS

Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:
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 Investor Investor hereby represents and warrants to and agrees with the Company as follows:
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 the Shareholder Shareholder represents and warrants to, and agrees with, the Company that:
Representations, Warranties and Covenants of Shareholder The Shareholder represents, warrants, covenants and/or agrees as follows:
Representations, Warranties and Covenants of the Investors Each Investor hereby, as to itself only and for no other Investor, represents, warrants and covenants to the Company as follows:
Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:
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 PURCHASERS Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

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