Representations and Warranties by the Purchasers Sample Clauses

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance of Note or the Shares to such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any of such Purchaser’s affiliates or any person acting on his/her or their behalf has...

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that (a) it is acquiring the Shares, for its own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, distribution or resale thereof in violation of any State or Federal securities laws; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Compa...

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants to the Company severally, but not jointly (except that the representations and warranties of ODC are hereby made jointly and severally by Aspen and Atlantis as to such two parties), as follows:

Representations and Warranties by the Purchasers. The Purchasers make the following representations and warranties that constitute an essential reason for the consent of the Sellers and a fundamental element of the different obligations set down herein:

Representations and Warranties by the Purchasers. 10 6.1 Representations and Warranties of the Purchasers......................... 10 6.2 Additional Representations and Warranties of the Regulation S Purchasers. 11 ARTICLE 7

Representations and Warranties by the Purchasers. Each Purchaser represents and warrants to the Company (as to itself only) as follows:

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants, severally, but not jointly, that (a) it will acquire the Preferred Shares and, if applicable, any Option Shares to be acquired by it for its own account and that the

Representations and Warranties by the Purchasers. 2 ARTICLE II CONDITIONS TO PURCHASERS' OBLIGATION 4 2.01. REPRESENTATIONS AND WARRANTIES 4 2.02. DOCUMENTATION AT CLOSING. 4 2.03. CONSENTS, WAIVERS, ETC. 6

Representations and Warranties by the Purchasers. Each Purchaser, severally but not jointly, represents and warrants to each of the Sellers as of the date hereof that: (a) It is a duly organised and validly existing limited partnership.