REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein in which case they shall be accurate as of such date):
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally for itself and not jointly with the other Purchasers, represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. The Purchaser represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Company with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser represents and warrants to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, in order to induce the Company to perform this Agreement, hereby represents and warrants, severally and not jointly, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally for itself and not jointly with any other Purchaser, represents and warrants to the Company and the Placement Agents that the statements contained in this Section 4 are true and correct as of the date hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself as follows:
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. 2.1. Each Purchaser severally and not jointly hereby represents and warrants to the Company as follows:
a) This Agreement has been duly executed and delivered by each Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. The performance by each Purchaser of his obligations under this Agreement shall not violate any law, order, judgment or decree of a court or other governmental or regulatory authority to which such Purchaser is bound or subject;
b) Each Purchaser understands that the Shares being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. Each Purchaser understands that it must bear the economic risk of the acquisition of the Shares made in connection herewith for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. Each Purchaser further understands that the certificates representing the Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS"
c) Each Purchaser understands that the Shares being purchased are subject to a Stock...
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that:
(a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company.
(b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company.
(c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders).
(d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently reg...
