Securities Representations and Warranties. (a) JVWeb hereby represents and warrants to the Company that it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares of Common Stock; JVWeb has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (i) has adequate means of providing for contingencies, (ii) has no present or contemplated future need to dispose of all or any of the Interest acquired to satisfy existing or contemplated undertakings, needs or indebtedness, (iii) is capable of bearing the economic risk of the ownership of the Interest to be issued to it for the indefinite future, including recognition of any tax allocations to JVWeb as a member of the Company, and (iv) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest being issued to it; JVWeb is acquiring the Interest solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interest; JVWeb understands that the Interest has not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is and shall be "restricted" under such laws; JVWeb has not offered or sold any portion of the Interest and has no present intention of reselling or otherwise disposing of any portion of the Interest either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; that there is no obligation on the part of the Company to register the Interest except as provided herein; that there is no market for the Interest and none is li...
Securities Representations and Warranties. (a) Each Contributor (other than Xxxxxxxx), severally but not jointly, hereby represents and warrants to LS Capital and Xxxxxxx that such Contributor is not a "U.S. Person" as that term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the time the buy order originated for any Xxxxxxx Shares or LS Capital Shares and the date of this Agreement, such Contributor was and will be outside of the United States of America (the "U.S."); such Contributor is acquiring the Griffin Shares and the LS Capital Shares for its own account and not on behalf of any U.S. Person, and a sale has not been prearranged with a U.S. Person or a purchaser in the U.S.; such Contributor agrees that all offers and sales of the Xxxxxxx Shares and the LS Capital Shares prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof), and that all offers and sales in the U.S. after expiration of the 40- day period shall be made only pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof); all offering documents received by such Contributor have included statements, and all stock certificates that such Contributor shall receive representing Xxxxxxx Shares or LS Capital Shares shall feature legends, to the effect that the Xxxxxxx Shares and the LS Capital Shares have not been registered under the Act and may not be offered or sold in the U.S. or to U.S. Persons prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter and all offers and sales shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration; such Contributor has been furnished with LS Capital's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; such Contributor is familiar with the business and financial condition, properties, operations and prospects of LS Capital and Xxxxxxx, and has been given full access to all material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxx; such Contributor has had an opportunity t...
Securities Representations and Warranties. Seller hereby represents and warrants to Buyer that:
(a) The Seller has received and carefully reviewed such information and documentation relating to the Buyer that the Seller has requested, including without limitation, the Buyer’s filings with the U.S. Securities and Exchange Commission;
(b) The Seller has had a reasonable opportunity to ask questions of and receive answers from the Buyer concerning the Buyer, and all such questions, if any, have been answered to the full satisfaction of the Seller;
(c) The Seller has such knowledge and expertise in financial and asset matters that the Seller is capable of evaluating the merits and risks involved in an investment in the Shares and has so evaluated the merits and risks of such investment;
(d) The Seller understands that the Buyer has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) with respect to purchasers is applicable to the offer and sale of the Shares, based, in part, upon the representations, warranties and agreements made by the Seller herein;
(e) Except as set forth herein, no representations or warranties have been made to the Seller by the Buyer or any agent, employee or affiliate of the Buyer and in entering into this transaction the Seller is not relying upon any information, other than the results of independent investigation by the Seller;
(f) The Seller understands and acknowledges that (A) the Shares have not been registered under the Securities Act or the securities laws of any state, based upon the exemption from such registration requirements for non-public offerings pursuant to Rule 506 of Regulation D under the Securities Act; (B) the Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Securities Act and/or all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; and (D) the Buyer is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available.
(g) The Seller will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first bee...
Securities Representations and Warranties. 21 6.1 Authorization and Validity of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 6.2
Securities Representations and Warranties. (a) In connection with, and in consideration of, the issuance of the Subject Shares to EW, EW represents that EW is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under Securities Act of 1933, as amended (the “Securities Act”), and hereby makes the additional representations set forth on Exhibit A attached hereto to the Company with respect to the Subject Shares, such that the Company may rely on them in issuing the Subject Shares.
(b) EW understands, acknowledges, and agrees that the sale and issuance to EW of the Subject Shares has not been registered under the Securities Act because the Company believes, relying in part on EW’s representations in this document, that an exemption from such registration requirement is available for such sale and issuance. EW acknowledges and agrees that the availability of this exemption depends upon the truthfulness and accuracy of the representations EW is making to the Company in this document.
Securities Representations and Warranties. Seller, as a further material inducement to Buyer to enter into this Agreement, hereby represents and warrants to Buyer and Leisure Time that:
Securities Representations and Warranties. 16 5.1 Authorization and Validity of Agreement....................................................16 5.2
Securities Representations and Warranties. Seller and Smitx xxxresent and warrant to Group as follows:
Securities Representations and Warranties. Monaco and any of the other Monaco Parties to which any of the Settlement Shares are issued and delivered hereby (each of Monaco and any such other Monaco Parties, as applicable, a “Purchaser”) represent and warrant to Odyssey that:
Securities Representations and Warranties. Each Shareholder represents and warrants to Group, severally and not jointly, as follows:
