Independent Investigation and Advisors Sample Clauses

Independent Investigation and Advisors. Purchaser confirms that -------------------------------------- (a) Purchaser has received, reviewed, and understands the financial statements included in the SEC Reports; (b) Purchaser has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Purchaser deems necessary or appropriate in determining to make an investment in the Shares, and (c) Purchaser is purchasing the Shares without any offering memoranda or prospectus of any kind, other than the SEC Reports. Purchaser represents and warrants that in making the decision to acquire the Shares Purchaser has relied upon its own independent investigation of the Company, GDRIL, Global Diamond-SA and Nabas Diamonds and the independent investigations of the Company, GDRIL, Global Diamond-SA and Nabas Diamonds by Purchaser's representatives, including Purchaser's own professional legal, tax, mining and investment advisors, and (d) Purchaser and Purchaser's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, GDRIL, Global Diamond-SA and Nabas Diamonds, or person(s) acting on their behalf, concerning the terms and conditions of acquisition by Purchaser of the Shares and any other matters concerning an investment in the Shares, and to obtain any additional information Purchaser deems necessary or appropriate to verify the accuracy of the information provided.
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Independent Investigation and Advisors. Subscriber represents and warrants that in making the decision to acquire the Note, Subscriber has relied upon his independent investigation of the Company and those of Subscriber’s representatives, including Subscriber’s own professional legal, tax, business and advisors, and that Subscriber and Subscriber’s representatives have been given the opportunity to examine all relevant documents and to ask questions of and receive answers from the Company, or person(s) acting on its behalf concerning the terms and conditions of Subscriber’s purchase of the Stock and any other matters concerning an investment in the Company, and to obtain any additional information Subscriber deemed necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Purchaser confirms that -------------------------------------- (i) Purchaser has received, reviewed, understands and has fully considered for purposes of Purchaser's acquisition of the Shares the Company's Memorandum and organizational documents, (ii) Purchaser has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Purchaser deems necessary or appropriate in determining to make an investment in the Company; (iii) the Company has limited financial resources and will need sources of capital, in addition to the proceeds from the sale of the Shares under this Agreement, to implement its current business plan, the availability of which is uncertain and cannot be assured, and (iv) the Shares are highly speculative investments with a high degree of risk of loss by Purchaser of his investment therein. Purchaser represents and warrants that in making the decision to acquire the Shares, it has relied upon its own independent investigation of the Company and the independent investigations of the Company by its representatives, including his own professional legal, tax, and business advisors, and that Purchaser and its representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by Purchaser of the Shares and any other matters concerning an investment in the Company, and to obtain any additional information Purchaser deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Subscriber represents -------------------------------------- and warrants that in making the decision to purchase the Stock, Subscriber has relied upon his independent investigation of the Company and those of Subscriber's representatives, including Subscriber's own professional legal, tax, business and advisors, and that Subscriber and Subscriber's representatives have been given the opportunity to examine all relevant documents and to ask questions of and receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of Subscriber's purchase of the Stock and any other matters concerning an investment in the Company, and to obtain any additional information Subscriber deemed necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Imperial confirms that it -------------------------------------- has received, reviewed, understands and has fully considered (including, without limitation, the financial statements contained therein) for purposes of its acquisition of the Sold Shares, the LRI Disclosure Reports. Imperial represents and warrants that in making the decision to acquire the Sold Shares, it has relied upon its own independent investigation of the Sold Companies and the independent investigation by its representatives, including its own professional legal, tax, and business advisors, and that it and its representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from LRI, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by Imperial of the Sold Shares and any other matters concerning an investment in the Sold Companies, and to obtain any additional information Imperial deems necessary to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Investor confirms that (a) -------------------------------------- Investor has received, reviewed, and understands the financial statements included in the SEC filings referred to in Section 2.15; (b) Investor has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Investor deems necessary or appropriate in determining to make an investment in the Company, and (c) Investor is purchasing the Series C Preferred Stock without any offering memoranda or prospectus of any kind, other than the aforementioned SEC filings. Investor represents and warrants that in making the decision to acquire the Series C Preferred Stock, Investor has relied upon, apart from the representations and warranties of the Company, its own independent investigation of the Company, and (d) Investor and Investor's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by the Investor of the Series C Preferred Stock and any other matters concerning an investment in the Company, and to obtain any additional information Investor deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
Independent Investigation and Advisors. Investor confirms that (a) Investor has received, reviewed, and understands the financial statements included in the SEC filings referred to in Section 2.15; (b) Investor has been expressly offered the opportunity to be provided a copy of and to review all reports, documents and exhibits referenced therein and such other agreements, documents and information as Investor deems necessary or appropriate in determining to make an investment in the Company, and (c) Investor is purchasing the Series B Preferred Stock without any offering memoranda or prospectus of any kind, other than the aforementioned SEC filings. Investor represents and warrants that in making the decision to acquire the Series B Preferred Stock, Investor has relied upon its own independent investigation of the Company and the independent investigations of the Company by Investor's representatives, including the Purchaser's own professional accounting advisers, ATAG Xxxxxx & Young (Geneva), and legal advisers, Pillsbury, Madison & Sutro LLP, and (d) Investor and Investor's representatives have been given the opportunity to examine all relevant documents and to ask questions of and to receive answers from the Company, or person(s) acting on its behalf, concerning the terms and conditions of acquisition by the Purchaser of the Series B Preferred Stock and any other matters concerning an investment in the Company, and to obtain any additional information Investor deems necessary or appropriate to verify the accuracy of the information provided.
Sample 1
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Related to Independent Investigation and Advisors

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Inspection, Consultation and Advice The Company shall permit and cause each of its subsidiaries, if any, to permit each Investor and such persons as each Investor may designate, at such Investor’s expense, to visit and inspect any of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Investor and such designees such affairs, finances and accounts), and consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all at reasonable times and upon reasonable notice during normal business hours and provided that such Investor or designee has executed a confidentiality agreement in substance and form reasonably acceptable to the Company.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Independent Parties The Parties are not employees or legal representatives of the other Party for any purpose. Neither Party shall have the authority to enter into any contracts in the name of or on behalf of the other Party. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership, or business organization of any kind.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • Experts, Advisers and Agents The Trustee may:

  • Investigation; No Other Representations (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

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