Representations of the Purchasers Clause Samples

Representations of the Purchasers. Each of the Purchasers severally represents and warrants to the Company as follows:

Representations of the Purchasers. Each Purchaser represents and warrants to the Company as follows:

Representations of the Purchasers. Each Purchaser confirms to the Obligors that the representations set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series ____ Notes by such Purchaser.

Representations of the Purchasers. This Agreement is made with each Purchaser by the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. 12 Section 6.1.

Representations of the Purchasers. Each Purchaser, severally and not jointly, acknowledges, represents and warrants as of each Closing Date:

Representations of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Sellers, as follows:

Representations of the Purchasers. Each Purchaser represents that: (i) It is an Institutional Investor and is purchasing its Notes for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds, in each case for investment and not with a view to the distribution thereof or with any present intention of distributing or selling any of its Notes, provided that the disposition of such Purchaser's property shall at all times be within its control, subject to compliance with applicable law. The Company acknowledges that a Purchaser's sale of all or a portion of its Notes to one or more Qualified Institutional Buyers in compliance with Rule 144A would not be a breach of this representation. (ii) With respect to each source of funds to be used by it to pay the purchase price of its Notes (respectively, the "Source"), at least one of the following statements is accurate as of the Closing Date: (a) the Source is an "insurance company general account" within the-meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no "employee benefit plan" (within the meaning of section 3(3) or ERISA or section 4975(e) (1) of the Code and treating as a single plan all plans maintained by the same employer or employee organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan exceed 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with the state of domicile of the Purchaser and, as a result, the purchase is within the terms of such exemption; (b) the Source is either (i)i an insurance company pooled separate account and the purchase is exempt in accordance with PTE 90- 1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-38 (issued July 21, 1991) and, except as such Purchaser has disclosed to the Company in writing pursuant to this clause (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund and, as a result, the purchase is within the terms of one of such exemptions; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the OPAM Ex...

Representations of the Purchasers. 13 Section 6.1.