Of the Purchaser Sample Clauses

Of the Purchaser. The Purchaser represents and warrants that the statements contained in this Section 5.3 are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.
Of the Purchaser. The Purchaser hereby acknowledges that this Agreement imposes obligations and restrictions on its Affiliates. The Purchaser hereby agrees to cause its Affiliates to comply with the Sections of this Agreement that impose obligations and restrictions on its Affiliates.
Of the Purchaser. The obligation of the Purchaser to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in whole or in part by the Purchaser: (a) the representations, warranties and covenants of the Seller contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, (b) the Purchaser shall have executed and delivered the Promissory Note to the Seller; and (c) the Purchaser shall have executed and delivered to the Seller the Pledge Agreement along with the Pledged Shares as set forth thereto.
Of the Purchaser. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company as follows:
Of the Purchaser. The Purchaser hereby represents, warrants and covenants to the Seller that: (a) he has obtained, or has been given an opportunity to obtain, independent professional advice regarding the tax, accounting, legal and financial merits and consequences of the transactions contemplated herein and has been given an opportunity to consult his own individual counsel regarding the transactions contemplated herein; (b) has been given access to all documents and information, including, without limitation, financial statements, regarding Celerity as he and his advisors deem necessary in their evaluation of the transactions contemplated herein; (c) he is acquiring the Celerity Stock for investment, and not with a view to any distribution thereof that would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state or country, and he shall not distribute the Celerity Stock in violation of the Securities Act or any applicable securities laws of any state or country; and (d) the Celerity Stock is "restricted" stock as defined under Rule 144 promulgated under the Securities Act of 1933, as amended.
Of the Purchaser. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company as follows (it being specifically acknowledged and agreed that the Placement Agent is and shall be a third party beneficiary of the following):
Of the Purchaser. Section 6.1.Purchase for Investment

Related to Of the Purchaser

By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:
The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
Experience of the Purchaser The Purchaser, 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 the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
The Seller Ex. A SECOND STEP RECEIVABLES ASSIGNMENT PURSUANT TO THE TRUST SALE AGREEMENT * * * *
Purchaser The Placement Agent has made such reasonable inquiry as is necessary to determine that the Purchaser is acquiring the Capital Securities for its own account, that the Purchaser does not intend to distribute the Capital Securities in contravention of the Securities Act or any other applicable securities laws, and that the Purchaser is not a "U.S. person" as that term is defined under Rule 902 of the Securities Act.
Seller The Seller means the Party as more fully described in Clause 1.1 of the Covering Schedule.
Buyer Buyer covenants and agrees with Seller as follows:
Statements to the Purchaser Not later than five (5) days prior to each related Remittance Date, the Seller shall forward to the Purchaser a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Seller by the Purchaser. Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months delinquent. The Seller shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported. The Seller shall also provide such information as set forth above to the Purchaser in electronic form in the Seller’s standard format, a copy of which has been provided by the Seller. In addition, the Seller shall submit to the Purchaser monthly loan-by-loan default information including, without limitation, notes made and retained by the Seller in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated FICO scores on the Mortgagor and information regarding Servicing Advances made. The Seller shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may reasonably request from time to time.
Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser (without the need of any further written assignment) shall assign hereby, without recourse, representation or warranty (other than that it has good and marketable title to such Receivables), to the Seller all the Purchaser’s right, title and interest in and to such Receivables, and all security and documents relating thereto.