Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that:
1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware;
2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;
3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;
4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;
5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and
6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transaction...
Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself:
a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares.
b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws.
c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to o...
Purchaser Representations and Warranties. The Purchaser represents and warrants to the Company, as follows:
Purchaser Representations and Warranties. Purchaser represents and warrants to Seller as follows:
Purchaser Representations and Warranties. Purchaser hereby represents, warrants, acknowledges, and agrees as follows:
Purchaser Representations and Warranties. The Purchaser represents and warrants as of the date hereof, and as of the Closing Date, to the Company:
Purchaser Representations and Warranties. Purchaser represents and warrants to Seller that as of the date hereof:
(a) Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) Purchaser has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder, if any (collectively, the “Purchaser Closing Documents”), and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary company action on the part of Purchaser. This Agreement does, and when executed by Purchaser, the other Purchaser Closing Documents shall, constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.
(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Purchaser (without any duty to investigate), threatened against Purchaser which, if determined adversely to Purchaser, could reasonably be expected to interfere in any material respect with the ability of Purchaser to perform its obligations under this Agreement. The provisions of this Section 3.02 shall survive the Closing.
Purchaser Representations and Warranties. Purchaser represents and warrants to the Company that as of the date hereof:
(a) Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Series G Units.
(b) The Series G Units are being acquired for Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws.
(c) Purchaser will not make any sale, transfer or other disposition of the Series G Units in violation of the 1933 Act, the 1934 Act, as amended, the rules and regulations promulgated thereunder or any applicable state securities laws.
(d) Purchaser is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the Series G Units. Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Purchaser has carefully considered and has, to the extent Purchaser deems necessary, discussed with Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Series G Units.
(e) Purchaser is able to bear the economic risk of its investment in its Series G Units for an indefinite period of time because the Series G Units have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Purchaser: (i) understands and acknowledges that the Series G Units being issued to Purchaser have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to Purchaser or the fairness of the terms of its investment in the Series G Units.
(f) Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Series G Units and has had full access to such other information concerning the Company as has been requested.
(g) This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Purchaser does not and will not conflict with, violate or cause...
Purchaser Representations and Warranties. As of the date of this Agreement, Purchaser hereby represents and warrants as follows:
Purchaser Representations and Warranties. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as of the date hereof and as of the Closing the following:
