Common use of Representations of Purchasers Clause in Contracts

Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the First Amendment Effective Date and immediately following the closing of the transactions under this Agreement, the following are true and correct: (a) such Purchaser is acquiring the Notes to be purchased by it hereunder for investment purposes and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 promulgated under the Exchange Act as in effect as of the First Amendment Effective Date and has the ability to bear the complete loss of its investment, (ii) it is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and can bear the economic risks of investing in the Notes for an indefinite period of time and (iii) has made, either alone or together with its advisors, such independent investigation of the Issuer and its management assets and related matters as the Purchaser deems to be, or such advisors have advised to be, necessary or advisable in connection with the purchase of the Notes and had (A) access to management and representatives of the Issuer during the course of this transaction and prior to the purchase of the Notes, (B) the opportunity to ask questions of and receive answers from the Issuer and its management and representatives concerning the Issuer and its management assets and related matters and the terms and conditions of the Notes in order to reach an informed decision as to the advisability of the purchase of the Notes, and (C) the opportunity to obtain any additional information necessary to verify the information related to the Notes or otherwise to the business or proposed activities of the Issuer, (c) such Purchaser (i) is duly organized or formed, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (iii) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (d) the execution, delivery and performance by such Purchaser of each Note Document to which such Person ​ ​ is party have been duly authorized by all necessary corporate or other organizational action, and do not contravene the terms of such Person’s Organization Documents and (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Purchaser of this Agreement or any other Note Document other than those that have already been obtained and are in full force and effect. Each Purchaser acknowledges that it has obtained its own attorneys, business advisors and tax advisors as to legal, business and tax advice (or has decided not to obtain such advice) and has not relied in any respect on the Issuer for such advice.

Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the First Amendment Effective Closing Date and immediately following the closing of the transactions under this Agreement, the following are true and correct: (a) such Purchaser is acquiring the Notes to be purchased by it hereunder for investment purposes and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 501(a) of Regulation D promulgated under the Exchange Securities Act as in effect as of the First Amendment Effective Date and has the ability to bear the complete loss of its investment, (ii) it is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and can bear the economic risks of investing in the Notes for an indefinite period of time and (iii) has made, either alone or together with its advisors, such independent investigation of the Issuer and its management assets and related matters as the Purchaser deems to be, or such advisors have advised to be, necessary or advisable in connection with the purchase of the Notes and had (A) access to management and representatives of the Issuer during the course of this transaction and prior to the purchase of the Notes, (B) the opportunity to ask questions of and receive answers from the Issuer and its management and representatives concerning the Issuer and its management assets and related matters and the terms and conditions of the Notes in order to reach an informed decision as to the advisability of the purchase of the Notes, and (C) the opportunity to obtain any additional information necessary to verify the information related to the Notes or otherwise to the business or proposed activities of the IssuerClosing Date, (c) such Purchaser (i) is duly organized or formed, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (iii) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the business, assets, properties, liabilities or financial condition of such Purchaser, (d) the execution, delivery and performance by such Purchaser of each Note Document to which such Person ​ ​ is party have been duly authorized by all necessary corporate or other organizational action, and do not contravene the terms of such Person’s Organization Documents and (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Purchaser of this Agreement or any other Note Document other than those that have already been obtained and are in full force and effect. Each Purchaser acknowledges that it has obtained its own attorneys, business advisors and tax advisors as to legal, business and tax advice (or has decided not to obtain such advice) and has not relied in any respect on the Issuer for such advice.

Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the First Amendment Effective Date and immediately following the closing of the transactions under this Agreement, the following are true and correct: (a) such Purchaser is acquiring the Notes to be purchased by it hereunder for investment purposes and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 promulgated under the Exchange Act as in effect as of the First Amendment Effective Date and has the ability to bear the complete loss of its investment, (ii) it is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and can bear the economic risks of investing in the Notes for an indefinite period of time and (iii) has made, either alone or together with its advisors, such independent investigation of the Issuer and its management assets and related matters as the Purchaser deems to be, or such advisors have advised to be, necessary or advisable in connection with the purchase of the Notes and had (A) access to management and representatives of the Issuer during the course of this transaction and prior to the purchase of the Notes, (B) the opportunity to ask questions of and receive answers from the Issuer and its management and representatives concerning the Issuer and its management assets and related matters and the terms and conditions of the Notes in order to reach an informed decision as to the advisability of the purchase of the Notes, and (C) the opportunity to obtain any additional information necessary to verify the information related to the Notes or otherwise to the business or proposed activities of the Issuer, (c) such Purchaser (i) is duly organized or formed, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (iii) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (d) the execution, delivery and performance by such Purchaser of each Note Document to which such Person ​ ​ is party have been duly authorized by all necessary corporate or other organizational action, and do not contravene the terms of such Person’s Organization Documents and (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Purchaser of this Agreement or any other Note Document other than those that have already been obtained and are in full force and effect. Each Purchaser acknowledges that it has obtained its own attorneys, business advisors and tax advisors as to legal, business and tax advice (or has decided not to obtain such advice) and has not relied in any respect on the Issuer for such advice.