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 of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows:
(a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");
(b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk;
(c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration;
(d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company;
(e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company;
(f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs;
(g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf;
(h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to th...
Representations, Warranties and Covenants of Purchaser. All representations and warranties made in this Agreement by the Purchaser shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and the Purchaser shall not have violated or shall not have failed to perform in accordance with any covenant contained in this Agreement.
Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents, warrants and covenants that:
Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to Company, and covenants with Company, as follows:
Representations, Warranties and Covenants of Purchaser. Purchaser represents, covenants, and warrants, for the benefit of Seller and its assignees, as follows:
(a) Purchaser is [the State] [a public body corporate and politic duly created and existing under the Constitution and statutes of the State]. [Purchaser will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a public body corporate and politic.]
(b) Purchaser is authorized under the Constitution and statutes of the State to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligations hereunder.
(c) Purchaser is duly authorized to execute and deliver this Agreement by the resolution of its governing body attached hereto as Exhibit C, or by other appropriate official approval. All requirements have been met and procedures have occurred, in order to ensure the enforceability of this Agreement, and Purchaser has complied with such legal procurement requirements as may be applicable to this Agreement and the acquisition by Purchaser of the Property hereunder. No event or condition that constitutes, or with the giving of notice or the lapse of time or both, would constitute, an Event of Default exists at the date hereof.
(d) During the Purchase Term, the Property will be used by Purchaser only for the purpose of performing one or more governmental or proprietary functions of Purchaser consistent with the permissible scope of Purchaser’s authority and will not be used in a trade or business of any person or entity other than Purchaser or another agency of the State of Georgia.
(e) During the Purchase Term, Purchaser will annually provide Seller with current financial statements, budgets, proof of appropriation for the ensuing fiscal year, and such other financial information relating to the ability of Purchaser to continue this Agreement as may be reasonably requested by Seller or its assignee, when and if such information is reasonably available to Purchaser.
(f) The Property will have a weighted aggregate useful life in the hands of Purchaser that is substantially in excess of the Purchase Term.
(g) The execution, delivery, and performance of this Agreement by Purchaser does not (1) violate any state or federal law or local law or ordinance or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Purchaser or (ii) conflict with or result in the breach or violation of any term or provision of, or cons...
Representations, Warranties and Covenants of Purchaser. As of the Closing Date, the Purchaser warrants and represents to, and covenants and agrees with, the Servicer as follows:
Representations, Warranties and Covenants of Purchaser. Section 9.01
Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents, warrants and covenants to Seller, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrants, as of the Closing Date, that:
(a) The Purchaser is a duly formed corporation, validly existing and in good standing under the laws of the State of Delaware.
(b) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(d) The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets.
(e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser.
(f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller.
(g) No consent, approval, authorization or order of, or fil...
