The Buyer Sample Clauses

The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or

The Buyer. The Buyer’s obligation to purchase the Subject Shares under this Agreement are subject to the satisfaction, on or before the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by the Company on or prior to the Closing: (i) The Company shall have consummated the Financing (as that term is hereinafter defined); provided, that although the Company agrees to make good faith efforts to obtain the requisite Financing contemplated hereby as soon as reasonably practicable, nothing contained in this Agreement or in any other Transaction Document, express or implied, shall require the Company to issue any previously authorized and unissued securities of the Company in connection with any Financing that either (A) provides for at a per share price for shares of Company Common Stock that is lower than $3.30 per share, or a conversion price or exercise price of any convertible Company securities or warrants that is lower than $3.30 per share, or (B) contains other terms and conditions that are not otherwise acceptable to the board of directors of the Company in the exercise of its sole discretion. In such connection, each of the Sellers shall cooperate with the Company in connection with the Financing, including acting as selling shareholders in a registered sale of the Subject Shares in the Financing; provided, that except for the accurate listing of their names and number of Subject Shares to be sold by the Sellers in such registration statement, the Sellers shall not incur any other statutory liability under the Securities Act of 1933, as amended, and the Company shall indemnify, defend and hold harmless each of the Sellers from and against any such liability, to the fullest extent provided by law. (ii) Each of the Kiss Group who are parties to the Strategic Alliance Agreement shall have executed and delivered such Strategic Alliance Agreement. (iii) Each of G. Kiss, M. Kiss, Nadja Kiss and Xxxxxx X. Xxxxx shall have executed and delivered the Lock-up Agreement in the form of Exhibit C annexed hereto and made a part hereof. (iv) Each of the members of the Kiss Group shall have executed and delivered the Kiss Group Releases in the form of Exhibit B-1 annexed hereto and made a part hereof.

The Buyer. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.

The Buyer a. is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or b. is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in PTCE 95-60 have been satisfied; or

The Buyer. (a) relies on its own enquiries in relation to the Land; and (b) warrants that in entering into this Contract the Buyer: (i) has not relied on any express or implied statement, warranty or representation whether oral, written or otherwise made by or on behalf of the Seller to the Buyer in connection with the Land; (ii) has not relied on any documentation made available by or on behalf of the Seller to the Buyer in relation to the Land other than documentation forming part of this Contract; and (iii) is satisfied as to the nature, quality and condition of the Land and the purposes for which the Land may be used.

The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

The Buyer. (a) has evaluated the risks of a purchase of the STOCK and has relied solely upon his counsel and his own investigation of the ISSUER together with the information and representations made by the SELLER contained herein this Agreement and any written information and documents provided to BUYER by the SELLER and/or the ISSUER; (b) has been given the opportunity to ask questions of, and receive answers from, the ISSUER and the SELLER concerning terms and conditions of the STOCK and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in any documents provided in order for the BUYER to evaluate the merits and risks of the purchase of the STOCK to the extent the ISSUER or SELLER possess such information or could acquire it without unreasonable efforts or expense, and has not been furnished with any other offering literature upon which the BUYER has relied; (c) has not been furnished by SELLER with any oral or written representation or oral or written information upon which the BUYER has relied in connection with the private purchase of the STOCK that is not contained, or referred to, in this Agreement; (d) has investigated the acquisition of the STOCK to the extent the BUYER has deemed necessary; (e) is an accredited investor as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; (f) has determined that the STOCK is a suitable investment for the BUYER and that, at this time, the BUYER could bear a complete loss of an investment in the STOCK purchased hereby; and

The Buyer. In the case of the Buyer or the Company as Indemnifying Party (i) any breach of any representation or warranty made by or on behalf of the Buyer in this Agreement or any certificate required to be delivered under this Agreement; and (ii) any breach or violation of any covenant or agreement made by or on behalf of the Buyer in this Agreement.

The Buyer. (the “Buyer”) with a mailing address of ______________________, City of ______________________, State of ______________________.

The Buyer. Notwithstanding anything to the contrary in this Article VII, the Buyer shall not be liable under this Article VII for any Losses resulting from any breach of a representation, warranty, covenant or agreement contained in this Agreement or in any other Buyer Document unless such claim involves Losses in excess of Ten Thousand Dollars ($10,000) or the aggregate amount of all such indemnifable Losses incurred or suffered exceeds Ten Thousand Dollars ($10,000), and then in which case the Buyer shall thereafter be liable for all indemnifiable Losses on a dollar-for-dollar basis without regard to such Threshold.