OF THE PURCHASER Clause Examples
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OF THE PURCHASER. As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows:
OF THE PURCHASER. The Purchaser represents and warrants with respect to itself, as of the date hereof and as of the Effective Date to the Issuer as follows:
OF THE PURCHASER. The Purchaser hereby represents, warrants and acknowledges to the Sellers, as of the date hereof and as of the Closing Date (except for such representations which are expressly made as of the Put Option Date or as of the Closing Date and are therefore made on such date only) as set forth below:
OF THE PURCHASER. Purchaser, represents, warrants and covenants to Company with respect to himself that the following are correct and complete as of the date hereof, except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case the Purchasers, warrant and covenant to Company that such representations and warranties were true, correct and complete with respect to such date or period:
OF THE PURCHASER. The Purchaser hereby represents and warrants and covenants to Regency that:
OF THE PURCHASER. The Purchaser hereby represents and warrants to the Sellers that the following information is true and correct as at the date hereof and will be true and correct as at the Closing Date:
OF THE PURCHASER. The Purchaser represents and warrants to the Shareholders as follows:
OF THE PURCHASER. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company as follows:
(a) The Purchaser is aware that an investment in the Shares involves a significant degree of risk, and has carefully read the Company’s periodic and current reports filed with the United States Securities and Exchange Commission (“SEC” or “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and, in particular, acknowledges that the Company is a development stage company in a highly competitive business with limited assets and minimal revenues to date; and, having had access to or having been furnished with all such information or documents as the Purchaser has considered necessary (including, without limitation, such filings with the SEC), has concluded that it is able to bear those risks.
(b) The offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D promulgated thereunder (“Regulation D”), based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor certification (“Investor Certification”) immediately following the signature page of this Subscription Agreement.
(c) The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is an “accredited investor” as that term is defined in Regulation D (an “Accredited Investor”).
(d) The Purchaser acknowledges that it has completed the Investor Certification attached hereto, and that the information contained in such Investor Certification is complete and accurate as of the date hereof.
(e) Prior to the execution of this Subscription Agreement, the Purchaser and the Purchaser’s attorneys, accountants, purchaser representatives and/or tax advisors, if any (collectively, the “Advisors”), have received all documents requested by the Purchaser, have carefully reviewed them and understand the information contained therein.
(f) The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has approved the Shares or passed upon or ...
OF THE PURCHASER. As an inducement to Deutsche Bank to enter into this Agreement, except as set forth on the corresponding section of the Purchaser Disclosure Schedule (it being agreed that disclosure under any particular section of the Purchaser Disclosure Schedule shall be deemed adequate for each section of the Purchaser Disclosure Schedule where such disclosure would be applicable the extent the applicability of such disclosure to such other Section of the Purchaser Disclosure Schedule is readily apparent), the Purchaser hereby represents and warrants to Deutsche Bank as follows:
OF THE PURCHASER. The Purchaser and Merger Sub hereby represent and warrant to the Sellers and the Company as follows: