No Qualification Sample Clauses
The "No Qualification" clause establishes that certain statements, representations, or obligations are made without any limitations, exceptions, or conditions. In practice, this means that the party making the statement is not allowed to add caveats or restrict the scope of their commitment; for example, a warranty given under this clause must be absolute and unqualified. The core function of this clause is to ensure clarity and certainty by preventing parties from diluting their responsibilities or obligations through qualifications, thereby reducing ambiguity and potential disputes.
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No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA CORPORATIONS COMMISSIONER, IS SUBJECT TO SUCH QUALIFICATION OR AN EXEMPTION BEING AVAILABLE, AND THE ISSUANCE OF SUCH SECURITIES, OR THE RECEIPT OF ANY PART OF THE CONSIDERATION PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF THE PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.
No Qualification. The Investor understands and acknowledges that (i) none of the Shares have been qualified by a prospectus or registration statement or otherwise qualified for sale under the securities laws of any jurisdiction; (ii) absent an exemption from registration or prospectus requirements of applicable Federal and State securities laws of the United States of America, the issuance and sale of the Shares would require the involvement of a registered dealer and the filing of a prospectus and registration statement (if applicable); (iii) the Company is and will be issuing such securities in reliance upon exemptions from the registration and prospectus requirements of such securities laws; and (iv) the availability of such exemptions depends upon, among other things, the Investor's representations, warranties and agreements contained in this Agreement, including, without limitation, the bona fide nature of the investment intent as expressed herein. The Investor further understands and acknowledges that the Company, subject to its obligations under Section 8 hereof, is under no obligation to register or qualify the Shares under any applicable securities law, or to comply with any exemptions under any applicable securities law in connection with any resale of such Shares.
No Qualification. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, STATE OR PROVINCE, IN RELIANCE UPON CERTAIN EXEMPTIONS FORM SUCH QUALIFICATION OR REGISTRATION TO THE EXTENT APPLICABLE. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE. AS A RESULT, THIS OFFERING WILL NOT BE REVIEWED OR APPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES REGULATORY AGENCY.
No Qualification. Articles 200, 201 and 210 paragraph 1 and 2 of the Swiss Code or Obligations are hereby expressly waived and replaced by the rules set out herein.
No Qualification. The provisions of this Section 9.4 shall not in any way limit or qualify the obligations of Fresenius under Section 9.9.
No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT, IF NOT YET QUALIFIED WITH THE DELAWARE CORPORATION COMMISSIONER, IS SUBJECT TO SUCH QUALIFICATION OR AN EXEMPTION BEING AVAILABLE, AND THE ISSUANCE OF SUCH SECURITIES, OR THE RECEIPT OF ANY PART OF THE CONSIDERATION PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF THE PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.
No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
No Qualification. Purchaser understands that the Shares have not been qualified under General Corporation Law. Purchaser understands that the Company is relying on Purchaser's representations and warrants that the Company is entitled to rely on such representations and that such reliance is reasonable.
No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF DELAWARE OR ANY OTHER STATE, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION PURSUANT TO THE LAWS OF THE STATE OF DELAWARE OR THE LAWS OF ANY STATE IN WHICH SUCH SALE OF SECURITIES OCCURS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.