Experience and Information Sample Clauses

Experience and Information. Such Purchaser: (a) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) understands that the Notes have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (c) by and through its officers or investment advisor (each of whom has such knowledge and experience in financial and business matters as to be capable of evaluating such Purchaser’s investment), has such knowledge and experience in financial and business matters as to be capable of evaluating its investment, and such Purchaser has the ability to bear the economic risks of its investment; (d) by and through its officers or investment advisor, has reviewed this Agreement, including all exhibits and schedules hereto, and has received the financial statements of the Company and its Subsidiaries referenced in Section 8B; and (e) by and through its officers or investment advisor, has had, during the course of the transactions contemplated hereby and prior to its receipt of the Notes to be purchased by it, the opportunity to ask questions of, and has received answers from, the Company and Xxxxxx Navigation concerning the transactions contemplated hereby and to obtain any additional information which the Company or Xxxxxx Navigation possesses or could acquire without unreasonable effort or expense; provided, however, that nothing in this representation nor any such investigation by such Purchaser or by its officers or investment advisor shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement or any Transaction Document by the Company and or impair any rights which such Purchaser may have with respect thereto.
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Experience and Information. (i) The Lender or its officers, directors, managers or controlling persons has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, and (ii) the Lender has substantial experience in evaluating and investing in/ and or providing debt financing to companies similar to the Company so that Lender is capable of evaluating the merits and risks of Lender’s investment in the Company and has the capacity to protect Lender’s own interests. Lender is acquainted with the business of the Company, and has been given access to all Company information that Lender has requested for the purpose of evaluating Lender’s investment in the Company. Lender acknowledges that it is able to fend for itself and can bear economic risk of its investment. Lender acknowledges that any investment in the Company involves a high degree of risk, and represents that it is able without materially impairing its financial condition, to suffer a complete loss of its investment.
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Experience and Information. The Purchaser represents that it is experienced in evaluating high technology companies such as the Company, is able to fend for itself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. The Purchaser further represents that it has carefully reviewed the Financial Statements and this Agreement, including all exhibits and appendices thereto and hereto, and that it has had, during the course of the transaction and prior to its purchase of its Shares, the opportunity to ask questions of ' and receive answers from, the Company through its officers and key employees concerning the terms and conditions of the offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. Notwithstanding the foregoing, any such investigation by Purchaser shall not affect Purchaser's right to rely on the representations and warranties made by the Company in Section 3 of this Agreement.
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Experience and Information. 11 4.3 Rule 144........................................................11 4.4 Restrictions on Transferability.................................11 4.5
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Experience and Information. Purchaser represents to the Company that (a) Purchaser, by and through its officers (each of whom is experienced in evaluating companies such as the Company), is experienced in evaluating companies such as the Company; (b) Purchaser, by and through its officers (each of whom has such knowledge and experience in financial and business matters as to be capable of evaluating Purchaser's investment), has such knowledge and experience in financial and business matters as to be capable of evaluating its investment, and Purchaser has the ability to bear the economic risks of its investment; (c) Purchaser, by and through its officers, has reviewed this Agreement, including all exhibits and schedules hereto, and has received the Company's annual reports to shareholders for fiscal years ended December 31, 1994 through 1996, and all of the Company's periodic reports and amendments thereto and forms and amendments thereto prepared for filing with the Commission (including, without limitation, the Company's Annual Reports on Form 10-K for fiscal years ended December 31, 1994 through 1996, the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997 and June 30, 1997, and the Company's proxy statements prepared in connection with the Company's annual meeting of shareholders held on May 15, 1997 and the financial statements included in such periodic reports and forms and the financial statements referred to in Section 3.12 hereof; and (d) Purchaser, by and through its officers, has had, during the course of the transactions contemplated hereby and prior to its receipt of the Notes, the opportunity to ask questions of, and has received answers from, the Company concerning the transactions contemplated hereby and to obtain any additional information which the Company possesses or could acquire without unreasonable effort or expense; PROVIDED, HOWEVER, that no such investigation by Purchaser or by its officers shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement by the Company or impair any rights which Purchaser may have with respect thereto.
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Experience and Information. Such Holder (a) is an "accredited investor" within the meaning of Rule 501(a) promulgated under the 1933 Act and an executive officer and director of the Company; (b) has reviewed this Agreement, including all Exhibits hereto, and has reviewed all of the Company's periodic reports and amendments thereto and forms and amendments thereto prepared for filing with the Commission that have been made available to such Holder and the financial statements included in such periodic reports and forms and the Amended Exchange Offer Materials; and (c) has had, during the course of the transactions contemplated hereby and prior to his receipt of the Exchange Consideration, the opportunity to ask questions of, and has received answers from, the Company concerning the transactions contemplated hereby and to obtain any additional information that the Company possesses or could acquire without unreasonable effort or expense; provided, however, that, except as set forth in Section 8.8, no such investigation by any Holder shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement by the Company or impair any rights that such Holder may have with respect thereto.
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Experience and Information. Vista has reviewed the Company’s reports, schedules, forms, statements and other documents filed by the Company under the Securities Act and the Securities Exchange Act of 1934, and has been furnished with all materials relating to the business, finances, prospects and operations of the Company and materials relating to the offer of the Shares that have been requested by Vista. Vista, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Shares, and has evaluated the merits and risks of such investment. Vista is able to bear the economic risk of an investment in the Shares.
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Experience and Information. Each of the Sellers has experience as investors in securities of companies and have such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the Sale pursuant to this Agreement and protecting his, her or its own interests in connection with such Sale. The Sellers have had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Sale and the business, properties, prospects and financial condition of the Company and to obtain any additional information requested and has received and considered all information the Sellers deem relevant to make an informed decision regarding the Sale.
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Experience and Information. 7 4.3 Rule 144............................................................ 7 4.4
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Related to Experience and Information

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Reports and Information 17.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement.

  • Data and Information 12.1 The parties shall comply with all relevant UK and EU data protection legislation in delivering their obligations under the Agreement.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules.

  • Fund Information a. Dealer agrees that neither it nor any of its partners, directors, officers, employees, and agents is authorized to give any information or make any representations concerning Shares of any Fund except those contained in the Fund's then current Prospectus or in materials provided by Distributor.

  • Background Information (A) The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Notices and Information (a) Promptly notify the Administrative Agent and each Lender of the occurrence of any Default and the nature thereof.

  • Other Reports and Information Borrower shall advise Lender promptly, in reasonable detail, of: (a) any Lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the estimated (or actual, if available) amount of such loss or decline; (b) any material change in the composition of the Collateral; and (c) the occurrence of any Default or other event that has had or could reasonably be expected to have a Material Adverse Effect. Borrower shall, upon request of Lender, furnish to Lender such other reports and information in connection with the affairs, business, financial condition, operations, prospects or management of Borrower or any other Credit Party or the Collateral as Lender may request, all in reasonable detail.

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