Valid Issuance of the Notes. When executed and delivered in accordance with the terms hereof for the consideration expressed herein, the Notes will have been issued in compliance with all applicable U.S. federal securities laws. Upon issue, each Purchaser will acquire good and marketable title to the Notes, free and clear of all liens, claims and encumbrances. Subject in part to the truth and accuracy of each Purchaser’s representations set forth in this Agreement, the offer, sale and issuance of the Notes contemplated by this Agreement are exempt from the registration pursuant to any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 3 contracts
Samples: Note Subscription Agreement (Environmental Solutions Worldwide Inc), Senior Secured Convertible Promissory Note Subscription Agreement (Vystar Corp), Note Subscription Agreement (Environmental Solutions Worldwide Inc)
Valid Issuance of the Notes. When executed and delivered in accordance with the terms hereof for the consideration expressed herein, the Notes will have been issued in compliance with all applicable U.S. federal securities laws. Upon issue, each the Purchaser will acquire good and marketable title to the Notes, free and clear of all liens, claims and encumbrances. Subject in part to the truth and accuracy of each the Purchaser’s 's representations set forth in this Agreement, the offer, sale and issuance of the Notes contemplated by this Agreement are exempt from the registration pursuant to any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Subordinated Note Subscription Agreement (Environmental Solutions Worldwide Inc), Subordinated Note Subscription Agreement (Environmental Solutions Worldwide Inc)
Valid Issuance of the Notes. When executed and delivered in accordance with the terms hereof for the consideration expressed herein, the Notes will have been issued in compliance with all applicable U.S. federal securities laws. Upon issue, each the Purchaser will acquire good and marketable title to the Notes, free and clear of all liens, claims and encumbrances. Subject in part to the truth and accuracy of each the Purchaser’s representations set forth in this Agreement, the offer, sale and issuance of the Notes contemplated by this Agreement are exempt from the registration pursuant to any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Subordinated Note Subscription Agreement (Black Leon D)
Valid Issuance of the Notes. When executed and delivered in accordance with the terms hereof for the consideration expressed herein, the Notes Securities will have been issued in compliance with all applicable U.S. federal securities laws. Upon issue, each the Purchaser will acquire good and marketable title to the NotesSecurities, free and clear of all liens, claims and encumbrances. Subject in part to the truth and accuracy of each the Purchaser’s representations set forth in this Agreement, the offer, sale and issuance of the Notes Securities contemplated by this Agreement are exempt from the registration pursuant to any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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