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 PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Founding Director Warrants to the Purchasers, the Purchasers hereby severally represent, warrant and covenant to the Company (which representations, warranties and covenants shall survive the Closing) that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser, severally and not jointly, represents and warrants to the Company that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. The undersigned Purchasers hereby represent and warrant to the Company, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser represents and warrants to, and agrees with the Issuer, on the Closing Date, that:
(a) Each Purchaser has the requisite power and authority to execute and deliver this Agreement, and to purchase the Bonds in accordance herewith, has duly authorized such execution, delivery and purchase, and has duly executed and delivered this Agreement.
(b) Each Purchaser is acquiring the Bonds as principal for its own account (or for one or more accounts each holder of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereof.
(c) Each Purchaser understands that the Bonds have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities laws, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Bonds.
(d) In connection with its purchase of the Bonds, each Purchaser has received the Offering Materials.
(e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply.
(f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”).
(g) Each Purchaser severally represents an...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser represents, warrants and covenants to Issuer, with respect to itself only and not the other Purchasers, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Purchasers hereby represents and warrants to Eastgate that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby severally and not jointly, represents and warrants to the Company, effective as of the Closing Date, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (i) Purchasers will have performed and satisfied in all material respects each of its covenants and obligations set forth in this Agreement and under the other Transaction Documents required to be performed and satisfied by it on or prior to the Closing Date; (ii) each of the representations and warranties set forth in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing with the same force and effect as if made as of the Closing; (iii) each of the representations and warranties of the Purchasers contained in this Agreement or in any other Transaction Documents will have been true and correct in all material respects as of the date of this Agreement and at and as of the Closing (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date) with the same force and effect as if made as of the Closing or such other date; and (iv) the Company shall have received a certificate signed by a duly authorized representative of each Purchaser affirming that the conditions in Section 5.2(a)(i)-(iii) have been satisfied.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Insider Warrants to the Purchasers, each Purchaser hereby severally and not jointly represents, warrants and covenants to the Company (as to himself, herself or itself only) that:
A. Capacity and State Law Compliance. Such Purchaser, if an individual, is over the age of 21 years with the legal capacity to execute and perform the obligations imposed on such Purchaser hereunder. If such Purchaser is an entity, (i) it is a corporation, limited liability company, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of such Purchaser, and (ii) the execution, delivery and performance of this Agreement by such Purchaser will have been duly authorized by such Purchaser as of Closing. To such Purchaser’s knowledge, such Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Insider Warrants is permitted under applicable securities laws. Such Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Insider Warrants may require the registration of such Common Stock under Federal and/or state securities laws or the availability of an exemption from such registration requirements.
