Purchaser’s Representations, Warranties and Agreements Sample Clauses
Purchaser’s Representations, Warranties and Agreements. 2.1. Purchaser represents and warrants that: (a) the making and performance of this Agreement including its agreement to be bound by the Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Agreement is in compliance with all applicable laws and regulations promulgated thereunder and entering into this Agreement and performance of its obligations hereunder and under the Credit Agreement will not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and will not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution, delivery and performance of its duties under this Agreement and the Credit Agreement; (d) this Agreement has been duly executed by it, and, this Agreement and the Credit Agreement, constitute its legal, valid, and binding obligation, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (e) the act of entering into and performing its obligations under this Agreement and the Credit Agreement have been approved by its board of directors at an authorized meeting thereof (or by written consent in lieu of a meeting) and such action was duly noted in the written minutes of such meeting, and that it will, if requested by the Administrative Agent, furnish Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.
2.2. Purchaser further represents that it is entitled to receive any payments to be made to it under the Credit Agreement without the withholding of any tax and will furnish to Administrative Agent and to Borrower such forms, certifications, statements and other documents as Administrative Agent or Borrower may request from time to time to evidence Purchaser’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Administrative Agent or Borrower, as the case may be, to comply with ...
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that:
(a) it is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto.
(b) The Purchaser is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction.
(c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes prior to the date which is 40 days after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note is transferred a notice substantially to the effect of this paragraph.
(d) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of it...
Purchaser’s Representations, Warranties and Agreements. Purchaser hereby represents and warrants:
Purchaser’s Representations, Warranties and Agreements. To induce the Seller to sell the Private Shares to the Purchaser, the Purchaser hereby represents and warrants to the Seller and agrees with the Seller as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Company to deliver the Securities to the Purchaser, the Purchaser hereby represents and warrants to the Company and agrees with the Company as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Sponsor to sell the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Sponsor and the Company and agrees with the Sponsor and the Company as follows:
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that the following representations and warranties are true and correct and will on the Closing Date to be true and correct:
(a) The Purchaser has the requisite legal and corporate or partnership power and authority, as the case may be, to execute and deliver this Agreement and each other Document to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and each other Document to which it is a party, and the performance of the Purchaser’s obligations hereunder and thereunder, have been duly authorized by all requisite corporate or partnership action, and this Agreement and each other Document to which the Purchaser is a party have been duly executed and delivered by the Purchaser and constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except to the Enforcement Exceptions.
(b) The Purchaser understands that the purchase of the Securities involves substantial risk and that its financial condition and investments are such that it is in a financial position to hold the Units for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of its investment in, the Securities. In addition, the Purchaser confirms that it has experience in financial and business matters, investments, securities and private placements and the capability to evaluate the merits and risks of the transactions contemplated by this Agreement.
(c) No consent, approval or action of, filing with or notice to any other Person or Governmental Authority on the part of the Purchaser is required in connection with the execution, delivery and performance of this Agreement and any other Document to which it is a party.
(d) The Purchaser has not engaged any broker, finder, commission agent or other similar person in connection with the transactions contemplated under the Documents that could give rise to any claim by any Person against the Company for a finder’s fee, brokerage commission or similar payment (excluding the commissions and fees payable to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Far East Limited and Deutsche Bank AG, Hong Kong Branch, which commissions or fees are the sole liability of, and will be paid by, the Company).
(e) The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) an...
Purchaser’s Representations, Warranties and Agreements. To induce the Sellers to transfer the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Sellers and the Company and agrees with the Sellers and the Company as follows as of the date of this Agreement and as of the closing of the IPO:
Purchaser’s Representations, Warranties and Agreements. To induce PubCo to issue the PubCo Forward Purchase Securities to the Purchaser, the Purchaser hereby represents and warrants to PubCo and agrees with PubCo as follows:
Purchaser’s Representations, Warranties and Agreements. Purchaser ------------------------------------------------------- represents and warrants to the Company as follows: