Common use of Miscellaneous Representations and Warranties Clause in Contracts

Miscellaneous Representations and Warranties. The Buyer: (1) consents to the placement of a legend on any certificate or other document evidencing the Purchased Shares substantially in the form set forth below; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect the Buyer’s interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Purchased Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Purchased Shares; (iv) has had access to the SEC reports and registration statements of the Company in the SEC ▇▇▇▇▇ archives (the “SEC Reports”); (v) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that the Buyer has requested and all such public information is sufficient for the Buyer to evaluate the risks of investing in the Purchased Shares; (vi) has been afforded the opportunity to ask questions of and receive answers concerning the Company and its directors or officers and the terms and conditions of the issuance of the Purchased Shares; (vii) is not relying on any representations and warranties concerning the Company (or the Company Principal Shareholders) made by the Company or any director, officer, employee or agent of the Company, other than those contained in this Agreement or the SEC Reports; (viii) will not sell or otherwise transfer the Purchased Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (ix) understands and acknowledges that the Company (and the Company Principal Shareholders) is under no obligation to register the Purchased Shares for sale under the Securities Act or otherwise; (x) understands and acknowledges that the Purchased Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company (or the Company Principal Shareholders) that has been supplied to the Buyer and that any representation to the contrary is a criminal offense; (xi) acknowledges that the representations, warranties and agreements made by the Buyer herein shall survive the execution and delivery of this Agreement and the purchase of the Purchased Shares; (xii) will not transfer any of such Purchased Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition the Purchased Shares without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws or as otherwise may be applicable; and (xiii) the stock certificate to represent to Purchased Shares shall be imprinted with a legend in substantially the form of the legend required in Section 3.03 below.