No Enquiries by Purchasers Sample Clauses

The "No Enquiries by Purchasers" clause restricts buyers from making further inquiries or investigations about the property or subject matter of the contract. In practice, this means that purchasers must rely solely on the information provided in the contract and cannot request additional documents, clarifications, or assurances from the seller. This clause streamlines the transaction process by limiting the seller's disclosure obligations and helps prevent delays or disputes arising from ongoing requests for information.
No Enquiries by Purchasers. No purchaser or other person dealing with you or with your attorney or agent shall be concerned to enquire: (a) whether any power exercised or purported to be exercised by you have become exercisable; (b) whether any money remains due on this security; (c) as to the propriety or regularity of any of your actions; or (d) as to the application of any money paid to you.
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Related to No Enquiries by Purchasers

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Deliveries by the Buyer On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.