Sophisticated Purchaser. Buyer and Mason hereby jointly and severally: (a) repres▇▇▇ ▇nd wa▇▇▇▇▇ that each of Mason and, as of the Closing Date, Buyer (i) is able to bear the r▇▇▇▇ attendant to the transactions contemplated hereby for an indefinite period, (ii) is dealing with the Shareholders on a professional arms-length basis and neither the Shareholders nor any of their respective affiliates or representatives is acting as a fiduciary or advisor to Buyer or Mason with respect to this Agreement and any of the transactions c▇▇▇▇▇plated hereby, and (iii) has expertise in assessing tax, legal, jurisdictional and regulatory risk; (b) represent and warrant that (i) each of Mason and, as of the Closing Date, Buyer has itself been, and will ▇▇▇▇inue to be, solely responsible for making its own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of and investigation into, the financial condition, creditworthiness, affairs, status and nature of the Company and its related companies and it has not relied, and will not hereafter rely, on the Shareholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf, and (ii) without limiting the foregoing, each of Mason and Buyer has not relied, and will not hereafter rely, on th▇ ▇▇▇reholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to information relating to or in any way affecting the shares of Class B Stock; (c) represent and warrant that (i) Buyer is receiving the transfer of the Covered Class B Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution of such Covered Class B Shares and (ii) each of Buyer and Mason has not entered into any agreement, contract, understanding ▇▇ ▇▇mmitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Covered Class B Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any of the Covered Class B Shares; (d) represent and warrant that each of Buyer and Mason understands that the Covered Class B Shares have not been re▇▇▇▇▇red under the Securities Act; (e) represent and warrant that each of Buyer and Mason is an "accredited investor," as that term is defined in Regu▇▇▇▇▇n D promulgated under the Securities Act; (f) represent and warrant that Buyer and Mason are sophisticated and experienced investors, with ▇▇▇▇▇ience ▇▇ ▇uying and selling securities and the ability to evaluate the merits and risks of a purchase of the Covered Class B Shares; (g) represent and warrant that Buyer and Mason have had the opportunity to do due diligence conce▇▇▇▇▇ the ▇▇▇▇▇ny based on publicly available information, including reports filed by the Company with the U.S. Securities and Exchange Commission, and Buyer and Mason are content to rely on such due diligence in making an inves▇▇▇▇▇ decision concerning the Covered Class B Shares; (h) understand that the Company may engage in various transactions that could affect the value of the Covered Class B Shares; (i) understand that one or more of the Shareholders, including, without limitation, C. William Kaman, II, is or may be an "affiliate" of the Company w▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of federal and state securities laws; (j) understand that the Company and/or its affiliates may now or at any other time have material nonpublic information that could affect the value of the Covered Class B Shares and that this information has not been, and may not be in the future, made available to Buyer or Mason; (k) represent and warrant that Buyer and Mason ar▇ ▇▇▇ing on their own behalf and not for the acc▇▇▇▇ of ot▇▇▇▇; and (l) hereby release and forever discharge the Shareholders, their respective partners, employees and agents, and their respective successors and assigns, from any and all claims, demands, causes of action, damages, losses, expenses or liabilities, of any nature whatsoever, whether accrued or unaccrued, contingent or liquidated, known or unknown, arising from or connected to any failure to disclose to Buyer or Mason any information concerning the Company, including, without l▇▇▇▇▇tion, nonpublic information in connection with any purchase of any of the Covered Class B Shares.
Appears in 1 contract
Sources: Shareholder Agreement (Kaman Corp)
Sophisticated Purchaser. Buyer and Mason hereby jointly and severally:
Purchaser (a) repres▇▇▇ ▇nd wa▇▇▇▇▇ that each of Mason andis a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, as (b) has adequate information concerning the business and financial condition of the Closing Date, Buyer (i) is able Company to bear make an informed decision regarding the r▇▇▇▇ attendant to purchase of the transactions contemplated hereby for an indefinite periodShares, (iic) is dealing with the Shareholders has negotiated this Agreement on a professional armsan arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (d) has independently and without reliance upon Seller, and based on such information and the advice of such advisors as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. Purchaser acknowledges that neither the Shareholders Seller nor any of their respective its affiliates or representatives is acting as a fiduciary or advisor financial or investment adviser to Buyer Purchaser, and none of such persons has given Purchaser any investment advice, opinion or Mason with respect to this Agreement and any other information on whether the purchase of the transactions c▇▇▇▇▇plated hereby, Shares is prudent. Purchaser further acknowledges and (iii) has expertise in assessing tax, legal, jurisdictional and regulatory risk;
(b) represent and warrant agrees that (i) each of Mason andSeller currently may have, as and later may come into possession of, material non-public information with respect to the Company that is not known to Seller and that may be material to a decision to sell the Shares (“Excluded Information”), (ii) Purchaser has determined to acquire the Shares notwithstanding that such Excluded Information may exist and may not have been disclosed by the Company or the Seller to the Purchaser, (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Shares to Purchaser pursuant to this Agreement, Seller is giving up the opportunity to sell the Shares at a higher price in the future and (iv) Seller shall have no liability to Purchaser, and Purchaser to the fullest extent of the Closing Datelaw waives and releases any claims, Buyer has itself beenwhether known or unknown, and will ▇▇▇▇inue that it might have against Seller (or its affiliates or agents), whether under applicable securities laws or otherwise, with respect to be, solely responsible for making its own independent appraisal the nondisclosure of and investigations into, and the Excluded Information in connection with this Agreement the sale of the Shares and the transactions contemplated hereby it has made such an independent appraisal by this Agreement. The Purchaser is fully aware of and investigation into, the financial condition, creditworthiness, affairs, status and nature of the Company and its related companies and it has not relied, and will not hereafter rely, on the Shareholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf, and (ii) without limiting the foregoing, each of Mason and Buyer has not relied, and will not hereafter rely, on th▇ ▇▇▇reholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to information relating to or in any way affecting the shares of Class B Stock;
(c) represent and warrant that (i) Buyer is receiving the transfer lack of liquidity of the Covered Class B Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution the restrictions on transferability of such Covered Class B the Shares and (ii) each of Buyer and Mason has not entered into any agreement, contract, understanding ▇▇ ▇▇mmitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Covered Class B Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any speculative nature of the Covered Class B Shares;
(d) represent and warrant . In addition, the Purchaser acknowledges that each it has consulted with its own tax advisors regarding the potential tax consequences of Buyer and Mason understands that acquiring the Covered Class B Shares have not been re▇▇▇▇▇red under the Securities Act;
(e) represent and warrant that each of Buyer and Mason is an "accredited investor," as that term is defined in Regu▇▇▇▇▇n D promulgated under the Securities Act;
(f) represent and warrant that Buyer and Mason are sophisticated and experienced investors, with ▇▇▇▇▇ience ▇▇ ▇uying and selling securities and the ability to evaluate the merits and risks of a purchase of the Covered Class B Shares;
(g) represent and warrant that Buyer and Mason have had the opportunity to do due diligence conce▇▇▇▇▇ the ▇▇▇▇▇ny based on publicly available information, including reports filed by the Company with the U.S. Securities and Exchange Commission, and Buyer and Mason are content to rely on such due diligence in making an inves▇▇▇▇▇ decision concerning the Covered Class B Shares;
(h) understand that the Company may engage in various transactions that could affect the value of the Covered Class B Shares;
(i) understand that one or more of the Shareholders, including, without limitation, C. William Kaman, II, is or may be an "affiliate" of the Company w▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of federal and state securities laws;
(j) understand that the Company and/or its affiliates may now or at any other time have material nonpublic information that could affect the value of the Covered Class B Shares and that this information has not been, and may not be in the future, made available to Buyer or Mason;
(k) represent and warrant that Buyer and Mason ar▇ ▇▇▇ing on their own behalf and not for the acc▇▇▇▇ of ot▇▇▇▇; and
(l) hereby release and forever discharge the Shareholders, their respective partners, employees and agents, and their respective successors and assigns, from any and all claims, demands, causes of action, damages, losses, expenses or liabilities, of any nature whatsoever, whether accrued or unaccrued, contingent or liquidated, known or unknown, arising from or connected to any failure to disclose to Buyer or Mason any information concerning the Company, including, without l▇▇▇▇▇tion, nonpublic information in connection with any purchase of any of the Covered Class B Shares.
Appears in 1 contract
Sources: Stock Purchase Agreement (Trinity Place Holdings Inc.)
Sophisticated Purchaser. Buyer and Mason hereby jointly and severallyThe Purchaser:
(a) repres▇▇▇ ▇nd wa▇▇▇▇▇ that each of Mason andis a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, as (b) has adequate information concerning the business and financial condition of the Closing DateCompany to make an informed decision regarding the purchase of the Interests, Buyer and (ic) is able has independently and without reliance upon the Seller, and based on such information and the advice of such advisors as the Purchaser has deemed appropriate, made its own analysis and decision to bear the r▇▇▇▇ attendant to the transactions contemplated hereby for an indefinite period, (ii) is dealing with the Shareholders on a professional arms-length basis and enter into this Agreement. The Purchaser acknowledges that neither the Shareholders Seller nor any of their respective the Seller’s affiliates or representatives agents is acting as a fiduciary or advisor financial or investment adviser to Buyer the Purchaser, and that neither the Seller nor the Seller’s affiliates or Mason with respect to this Agreement and agents have given the Purchaser any investment advice, opinion or other information on whether the purchase of the transactions c▇▇▇▇▇plated hereby, and (iii) has expertise in assessing tax, legal, jurisdictional and regulatory risk;
(b) represent and warrant Interests is prudent. The Purchaser acknowledges that (i) each of Mason and, as of the Closing Date, Buyer has itself beenSeller or the Seller’s affiliates or agents currently may have, and will ▇▇▇▇inue to belater may come into possession of, solely responsible for making its own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of and investigation into, the financial condition, creditworthiness, affairs, status and nature of the Company and its related companies and it has not relied, and will not hereafter rely, on the Shareholders or any affiliate, representative or agent of the Shareholders or any other third party information with respect to such matters the Yunfeng Funds or the Company that is not known to update them with respect the Purchaser and that may be material to such matters or a decision to keep such matters under review on its behalf, purchase the Interests (Purchaser Excluded Information) and (ii) without limiting the foregoing, each Purchaser has determined to purchase the Interests notwithstanding its lack of Mason and Buyer has not relied, and will not hereafter rely, on th▇ ▇▇▇reholders or any affiliate, representative or agent knowledge of the Shareholders or any other third party with respect to information relating to or in any way affecting Purchaser Excluded Information. The Purchaser acknowledges the shares of Class B Stock;
(c) represent and warrant that (i) Buyer is receiving the transfer of the Covered Class B Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution of such Covered Class B Shares and (ii) each of Buyer and Mason has not entered into any agreement, contract, understanding ▇▇ ▇▇mmitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Covered Class B Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations price for the sale Interests may significantly appreciate or transfer of any of depreciate over time and by agreeing to purchase the Covered Class B Shares;
(d) represent and warrant that each of Buyer and Mason Interests from the Seller pursuant to this Agreement, the Purchaser is giving up the opportunity to purchase the Interests at a possible lower price in the future. The Purchaser understands that the Covered Class B Shares have not been re▇▇▇▇▇red under Seller will rely on the Securities Act;
(e) represent accuracy and warrant that each truth of Buyer and Mason is an "accredited investor," as that term is defined in Regu▇▇▇▇▇n D promulgated under the Securities Act;
(f) represent and warrant that Buyer and Mason are sophisticated and experienced investorsforegoing representations, with ▇▇▇▇▇ience ▇▇ ▇uying and selling securities and the ability Purchaser hereby consents to evaluate the merits and risks of a purchase of the Covered Class B Shares;
(g) represent and warrant that Buyer and Mason have had the opportunity to do due diligence conce▇▇▇▇▇ the ▇▇▇▇▇ny based on publicly available information, including reports filed by the Company with the U.S. Securities and Exchange Commission, and Buyer and Mason are content to rely on such due diligence in making an inves▇▇▇▇▇ decision concerning the Covered Class B Shares;
(h) understand that the Company may engage in various transactions that could affect the value of the Covered Class B Shares;
(i) understand that one or more of the Shareholders, including, without limitation, C. William Kaman, II, is or may be an "affiliate" of the Company w▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of federal and state securities laws;
(j) understand that the Company and/or its affiliates may now or at any other time have material nonpublic information that could affect the value of the Covered Class B Shares and that this information has not been, and may not be in the future, made available to Buyer or Mason;
(k) represent and warrant that Buyer and Mason ar▇ ▇▇▇ing on their own behalf and not for the acc▇▇▇▇ of ot▇▇▇▇; and
(l) hereby release and forever discharge the Shareholders, their respective partners, employees and agents, and their respective successors and assigns, from any and all claims, demands, causes of action, damages, losses, expenses or liabilities, of any nature whatsoever, whether accrued or unaccrued, contingent or liquidated, known or unknown, arising from or connected to any failure to disclose to Buyer or Mason any information concerning the Company, including, without l▇▇▇▇▇tion, nonpublic information in connection with any purchase of any of the Covered Class B Sharesreliance.
Appears in 1 contract
Sources: Interest Purchase Agreement (Giant Interactive Group Inc.)
Sophisticated Purchaser. Buyer and Mason hereby jointly and severally:
The Purchaser (a) repres▇▇▇ ▇nd wa▇▇▇▇▇ that each of Mason andis a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, as (b) has adequate information concerning the business and financial condition of the Closing Date, Buyer (i) is able Company to bear make an informed decision regarding the r▇▇▇▇ attendant to purchase of the transactions contemplated hereby for an indefinite periodPurchased Securities, (iic) is dealing with has independently and without reliance (other than reliance upon the Shareholders terms of and representations set forth in this Agreement) upon the Seller or any other Person, and based on a professional arms-length basis such information and the advice of such advisors as the Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Purchaser acknowledges that neither the Shareholders Seller nor any of their respective its affiliates or and representatives is acting as a fiduciary or advisor financial or investment adviser to Buyer the Purchaser, and has not given the Purchaser any investment advice, opinion or Mason other information on whether the purchase of the Purchased Securities is prudent. The Purchaser acknowledges that (i) the Seller currently may have, and later may come into possession of, information with respect to the Company that is not known to the Purchaser and that may be material to a decision to purchase the Purchased Securities that has not been publicly disclosed or is not required to be disclosed by the Seller pursuant to the terms of this Agreement and any (“Purchaser Excluded Information”), (ii) the Purchaser has determined to purchase the Purchased Securities notwithstanding its lack of knowledge of the transactions c▇▇▇▇▇plated hereby, such Purchaser Excluded Information and (iii) has expertise in assessing taxthe Seller shall have no liability to the Purchaser, legaland the Purchaser waives and releases any claims that it might have against the Seller whether under applicable securities laws or otherwise, jurisdictional and regulatory risk;
(b) represent and warrant that (i) each of Mason and, as with respect to the nondisclosure of the Closing Date, Buyer has itself been, and will ▇▇▇▇inue to be, solely responsible for making its own independent appraisal of and investigations into, and such Purchaser Excluded Information in connection with this Agreement the sale of the Purchased Securities and the transactions contemplated by this Agreement. The Purchaser acknowledges the price for the Purchased Securities may not reflect their actual value and may significantly appreciate or depreciate over time. The Purchaser hereby it has made such an independent appraisal waives any and all claims and causes of and investigation into, action now or hereafter arising against the financial condition, creditworthiness, affairs, status and nature Seller based upon or relating to the value of the Company or the Purchased Securities and further covenants not to ▇▇▇ the Seller or its related companies and it has not relieddirectors, and will not hereafter relymanagers, on members, officers, agents or affiliates for any loss, damage or liability arising from or relating to the Shareholders business or any affiliate, representative or agent operations of the Shareholders Company or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf, and (ii) without limiting the foregoing, each of Mason and Buyer has not relied, and will not hereafter rely, on th▇ ▇▇▇reholders or any affiliate, representative or agent value of the Shareholders Company or any other third party the Purchased Securities. The Purchaser is aware of the tax consequences associated with respect to information relating to or in any way affecting the shares of Class B Stock;
(c) represent and warrant that (i) Buyer is receiving the transfer of the Covered Class B Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution of such Covered Class B Shares and (ii) each of Buyer and Mason has not entered into any agreement, contract, understanding ▇▇ ▇▇mmitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Covered Class B Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any of the Covered Class B Shares;
(d) represent and warrant that each of Buyer and Mason Purchased Securities under this Agreement. The Purchaser understands that the Covered Class B Shares have not been re▇▇▇▇▇red under Seller, in selling the Securities Act;
(e) represent Purchased Securities, is relying on the accuracy and warrant that each truth of Buyer the foregoing representations, warranties and Mason is an "accredited investor," as that term is defined in Regu▇▇▇▇▇n D promulgated under the Securities Act;
(f) represent and warrant that Buyer and Mason are sophisticated and experienced investorsacknowledgments, with ▇▇▇▇▇ience ▇▇ ▇uying and selling securities and the ability Purchaser hereby consents to evaluate the merits and risks of a purchase of the Covered Class B Shares;
(g) represent and warrant that Buyer and Mason have had the opportunity to do due diligence conce▇▇▇▇▇ the ▇▇▇▇▇ny based on publicly available information, including reports filed by the Company with the U.S. Securities and Exchange Commission, and Buyer and Mason are content to rely on such due diligence in making an inves▇▇▇▇▇ decision concerning the Covered Class B Shares;
(h) understand that the Company may engage in various transactions that could affect the value of the Covered Class B Shares;
(i) understand that one or more of the Shareholders, including, without limitation, C. William Kaman, II, is or may be an "affiliate" of the Company w▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of federal and state securities laws;
(j) understand that the Company and/or its affiliates may now or at any other time have material nonpublic information that could affect the value of the Covered Class B Shares and that this information has not been, and may not be in the future, made available to Buyer or Mason;
(k) represent and warrant that Buyer and Mason ar▇ ▇▇▇ing on their own behalf and not for the acc▇▇▇▇ of ot▇▇▇▇; and
(l) hereby release and forever discharge the Shareholders, their respective partners, employees and agents, and their respective successors and assigns, from any and all claims, demands, causes of action, damages, losses, expenses or liabilities, of any nature whatsoever, whether accrued or unaccrued, contingent or liquidated, known or unknown, arising from or connected to any failure to disclose to Buyer or Mason any information concerning the Company, including, without l▇▇▇▇▇tion, nonpublic information in connection with any purchase of any of the Covered Class B Sharesreliance.
Appears in 1 contract