Representations of the Buyer. The Buyer represents and warrants to the Seller as follows:
Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets;
(b) this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Seller, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;
(c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares;
(d) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational documents of it; or (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;
(e) there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement;
(f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and
(g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.
Representations of the Buyer. The Buyer represents and warrants to the Company as follows:
Representations of the Buyer. The Buyer represents and warrants to each Stockholder as follows:
Representations of the Buyer. The Buyer hereby covenants, represents and warrants to the Developer and Owners that:
12.1 He/she is entering into this Agreement with full knowledge of all the laws, rules, regulations, notifications etc. applicable and the terms and conditions contained in this Agreement and that he/she has clearly understood his/her rights, duties, responsibilities, obligations under each and all the clauses of this Agreement.
12.2 The declarations contained in the Application Form duly signed by the Buyer at the time of making the Application are still and will remain binding on the Buyer.
12.3 He/she has obtained all the permissions, consents and approvals, if any, required for entering into this Agreement and all such permissions, consents and approvals shall remain valid during the term of this Agreement.
Representations of the Buyer. In order to induce the Seller to enter into this Agreement, the Buyer makes the following representations and warranties to the Seller, each of which shall be deemed to be independently material and relied upon by the Seller, regardless of any investigation made by, or information known to, the Seller.
Representations of the Buyer. 5.1. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) by the Buyer
5.1.1. As a material term required for the Seller to enter into this Agreement, the Buyer hereby represents to the Seller that the representations set out below are deemed valid and accurate as of the Transaction Signing Date and the Transaction Execution Date.
5.1.2. A breach of any representation set forth in Article 5 of this Agreement shall be deemed a material breach of this Agreement by the Buyer, within the meaning of this term defined in Paragraph 1 of Clause 2 of Article 450 of the RF Civil Code and for the purposes of Article 453 of the RF Civil Code.
5.2. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) with respect to the Buyer The Buyer hereby provides to the Seller the following representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code):
5.2.1. The Buyer is a legal entity duly incorporated and registered in accordance with the law of the Russian Federation. The Buyer has the full legal capacity and authority necessary to enter into this Agreement and to perform its obligations and execute transactions contemplated by this Agreement. For purposes of execution and performance of this Agreement, the Buyer is acting on its own behalf and is not a broker, agent, or proxy holder representing any Third Parties.
5.2.2. The individual who signed this Agreement on behalf of the Buyer has the full authority to do so, and the legal capacity of the Buyer with respect to the execution and performance of this Agreement is not restricted.
5.2.3. The execution of this Agreement and Execution of the Transaction will not result in a violation of any provisions of the charter or other constituent documents of the Buyer, and will not constitute a breach of any regulation or court decision. The Buyer is not subject to any judgment or injunction currently in force that would prohibit the Buyer from fulfilling the conditions of this Agreement. The Buyer has obtained all permissions and approvals that the Buyer is obliged to secure, obtain, or arrange to be obtained in connection with the execution of this Agreement and Execution of the Transaction, and such permissions and approvals are in force and valid.
5.2.4. The execution of this Agreement and Execution of the Transaction by the Buyer do not violate the laws or stock exchange regulations applicable to the Bu...
Representations of the Buyer. 21 3.1. Organization and Authority............................................................21 3.2. Authorization.........................................................................22 3.3. Regulatory Approvals...............................................................
Representations of the Buyer. The Buyer hereby represents and warrants to the Company as follows:
(a) The Company has made available to the Buyer the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Company and its business. The Buyer acknowledges that he/she has purchased the Shares without being furnished any prospectus.
(b) The Shares have been acquired for investment and not with a view to the resale or distribution of such securities. Such Shares are being acquired by the Buyer for his/her own account and with his/her own funds, and no other person shall have a direct or indirect beneficial interest in such securities.
(c) The Buyer understands that the Company engages in a highly competitive business and there can be no assurance that it will be able to operate profitably. This investment is highly speculative investment and involves a high degree of risk and is not recommended for any investor who cannot afford the risk of losing his/her entire investment.
(d) The Buyer understands that none of the Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption for private offerings. Because the Company has no obligation to effect such registration, the Buyer may have to continue to bear the economic risk of their ownership of such securities for an indefinite period; and Buyer will not be permitted to transfer any of such securities in the absence of an opinion of counsel, if requested, satisfactory to the Company that registration is not required under the Securities Act and under applicable state securities laws.
Representations of the Buyer. The Buyer represents to the Sellers that as of the date of this Agreement:
