Representations and Warranties of Initial Note Clause Samples

Representations and Warranties of Initial Note. Purchaser. Initial Note Purchaser represents and warrants to each of the other --------- parties hereto that: (a) It is an "accredited investor" within the meaning of Rule 501 under the Securities Act and in respect of the Notes purchased by Initial Note Purchaser, neither it, nor anyone authorized to act on its behalf, has directly or indirectly offered to sell or solicit any offer to acquire the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or offered to sell the Notes to any Person other than those Persons who Initial Note Purchaser reasonably believes are "qualified institutional buyers" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A. Initial Note Purchaser is purchasing the Notes for its own account. (b) It is not acquiring any of its interest in the Notes with the assets of any employee benefit plan (or its related trust) subject to Title I of ERISA or Section 4975 of the Code.
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Representations and Warranties of Initial Note. Purchaser. Initial Note Purchaser represents and warrants to each of the other --------- parties hereto that: (a) It is an "accredited investor" within the meaning of Rule 501 under the Securities Act and in respect of the Notes to be purchased by Initial Note Purchaser, neither it, nor anyone authorized to act on its behalf, has directly or indirectly offered to sell or solicited any offer to acquire such Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or offered to sell such Notes to any Person. (b) It is not acquiring any interest in the Notes with the assets of any employee benefit plan (or its related trust) which is subject to Title I of ERISA or Section 4975 of the Code.
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Related to Representations and Warranties of Initial Note

  • Representations and Warranties of Investor The Investor represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date: