Representations by the Purchasers Sample Clauses
The 'Representations by the Purchasers' clause requires the buyers in a transaction to formally state certain facts about themselves or their circumstances as true at the time of the agreement. These representations may include affirmations that the purchasers have the authority to enter into the contract, possess the necessary financial resources, or are not subject to any legal restrictions that would prevent the transaction. By including this clause, the agreement ensures that the sellers can rely on the accuracy of the purchasers' statements, thereby reducing the risk of disputes or breaches arising from undisclosed issues on the buyers' side.
Representations by the Purchasers. Each of the Purchasers (severally and not jointly) represents and warrants to the Company as follows:
Representations by the Purchasers. The Purchasers, severally and not jointly, make the following representations and warranties to the Company:
(i) The Purchasers are corporations are duly incorporated and validly existing under the laws of their jurisdiction of incorporation and have all requisite corporate power and authority to conduct their business in the manner in which it is presently being conducted. The Purchasers have all requisite power and authority to execute, deliver and perform this Agreement and the Transaction Documents to consummate the transactions contemplated hereby. The execution delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the respective Board of Directors of each Purchaser, if applicable, and no other corporate proceedings are necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by the Company, this Agreement and the Transaction Documents constitute, the valid and legally binding obligations of the Purchasers, enforceable against each Purchaser in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at law or in equity (the “Bankruptcy Exception”).
(ii) Neither the execution, nor delivery by each Purchaser of this Agreement or any Transaction Document to which each Purchaser is a party, nor the consummation or performance by each Purchaser of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of such Purchaser; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which such Purchaser is a party or by which the properties or assets of such Purchaser are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Orde...
Representations by the Purchasers. 1 (a) Experience . . . . . . . . . . . . . . . . . . . . 1 (b) Investment . . . . . . . . . . . . . . . . . . . . 2 (c) Rule 144 . . . . . . . . . . . . . . . . . . . . . 2 (d) Authorization. . . . . . . . . . . . . . . . . . . 2 (e) Access; Reports. . . . . . . . . . . . . . . . . . 2
Representations by the Purchasers. Each Purchaser represents that it --------------------------------- is its present intention to acquire the Notes and Warrants being acquired by it for its own account and that the Notes and Warrants being acquired by it are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition ------- ------------ that the disposition of the property of each Purchaser shall at all times be within its control. The acquisition by each Purchaser of the Notes and Warrants being acquired by it shall constitute a confirmation of this representation.
Representations by the Purchasers. Each Purchaser severally represents that:
(a) EXPERIENCE. Such Purchaser has substantial experience in evaluating and investing in private placement transactions so that such Purchaser is capable of evaluating the merits and risks of an investment in the Company and has the capacity to protect its own interests in connection with the purchase of the Purchased Shares. Such Purchaser understands that the investment to be made in connection with the acquisition of the Purchased Shares is speculative and involves significant risk. Such Purchaser has the ability to bear the economic risk of this investment.
Representations by the Purchasers. The Purchasers represent, severally and not jointly, as follows:
Representations by the Purchasers. The Purchasers represent, severally and not jointly, that it is each Purchaser’s present intention to acquire the Notes for their own account and that the Notes are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that the disposition of the Notes or shares underlying the Notes shall at all times be within each Purchaser’s control.
Representations by the Purchasers. 39 12A. ORGANIZATION, AUTHORIZATION, ETC . . . . . . . . . . . . . . . 39 12B.
Representations by the Purchasers. The Purchasers, jointly and severally, represent and warrant, on and as of the date of this Agreement, that:
Representations by the Purchasers. All representations and warranties of the Purchasers in this Section 2.04 are made severally and not jointly as follows: