Common use of Private Placement Representations Clause in Contracts

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley that the Target Company has requested, including, wxxxxxx limitation, Langley's Confidential Private Offering Memorandum, dated Jxxx 00, 0004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Langley concerning the Langley Shares, and all such questioxx, xx any, have been axxxxxxx to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley Shares; (iii) understands that Langley has determinxx xxxx the exemption from the registraxxxx xxovisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley Shares, based, in part, upon the representations, wxxxxxxxes and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company by Langley or any agent, employee or affiliate of Langley and xx xxxxring into this transaction the Target Coxxxxx xs not relying upon any information, other than the results of independent investigation by the Target Company. Langley acknowledges and agrees that the Target Company makxx xx xepresentation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley that the Target Company Xxxxxny has requested, including, wxxxxxx without limitation, Langley's Confidential Private Offering Prixxxx Xxxxring Memorandum, dated Jxxx 00June 17, 0004 2004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Langley concerning the Langley Langlxx Shares, and all such questioxxalx xxxx questions, xx if any, have been axxxxxxx answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley Shares; (iii) understands xxxxxxtands that Langley has determinxx xxxx the determined thxx xxx exemption from the registraxxxx xxovisions registration provisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley Shares, based, in partxx xxxx, upon the representations, wxxxxxxxes warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company by Langley or any agent, employee empxxxxx or affiliate of Langley and xx xxxxring into this in entering ixxx xxxs transaction the Target Coxxxxx xs Company is not relying upon any information, other than the results of independent investigation by the Target Company. Langley acknowledges and agrees that agrxxx xxxt the Target Company makxx xx xepresentation makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley Xxxxxxx that the Target Company has requested, including, wxxxxxx without limitation, Langley's Xxxxxxx'x Confidential Private Offering MemorandumMemorandum dated June 17, dated Jxxx 00, 0004 (the "Private Placement Memorandum")2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from Langley Xxxxxxx concerning the Langley Xxxxxxx Shares, and all such questioxxquestions, xx if any, have been axxxxxxx answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley Xxxxxxx Shares; (iii) understands that Langley Xxxxxxx has determinxx xxxx determined that the exemption from the registraxxxx xxovisions registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley Xxxxxxx Shares, based, in part, upon the representations, wxxxxxxxes warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, dated June 17, 2004, no representations or warranties have been made to the Target Company by Langley Xxxxxxx or any agent, employee or affiliate of Langley Xxxxxxx and xx xxxxring in entering into this transaction the Target Coxxxxx xs Company is not relying upon any information, other than the results of independent investigation by the Target Company. Langley Xxxxxxx acknowledges and agrees that the Target Company makxx xx xepresentation makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley that the Target Company has requested, including, wxxxxxx limitationwithout lixxxxxxxn, Langley's Confidential Private Offering MemorandumMemorandum dated June 17, dated Jxxx 00, 0004 (the "Private Placement Memorandum")2000; (iixx) has had a reasonable opportunity to ask questions of and receive answers from Langley concerning the Langley Shares, and all such questioxxquestions, xx anyif anx, have xxxx been axxxxxxx to the full answered tx xxx xull satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley Shares; (iii) understands that Langley has determinxx xxxx the exemption determined that txx xxxxption from the registraxxxx xxovisions registration provxxxxxx of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley Shares, based, in part, upon the representations, wxxxxxxxes warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, dated June 17, 2004, no representations or warranties have been made to the Target Company by Langley or any agent, employee or affiliate of Langley and xx xxxxring into in enterixx xxxx this transaction the Target Coxxxxx xs not relying Company is xxx xxxying upon any information, other than the results of independent investigation by the Target Company. Langley acknowledges and agrees that the Target Company makxx xx xepresentation makes no repxxxxxxxtion or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley that the txxx xxx Target Company has requested, including, wxxxxxx without limitation, Langley's Confidential ’s Xxxxxxxxtial Private Offering MemorandumMemorandum dated June 17, dated Jxxx 00, 0004 (the "Private Placement Memorandum")2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from Langley concerning cxxxxxxxng the Langley SharesSxxxxx, and all such questioxxquestions, xx if any, have been axxxxxxx answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley SharesSxxxxx; (iii) understands that Langley has determinxx xxxx hxx xxxxrmined that the exemption from the registraxxxx xxovisions registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley SharesSxxxxx, based, in part, upon the representations, wxxxxxxxes warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, dated June 17, 2004, no representations or warranties have been made to the Target Company by Langley or any agentox xxx xgent, employee or affiliate of Langley and axx xx xxxxring xntering into this transaction the Target Coxxxxx xs Company is not relying upon any information, other than the results of independent investigation by the Target Company. Langley acknowledges axxxxxxxdges and agrees that the Target Company makxx xx xepresentation makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Langley Xxxxxxx that the Target Company has requested, including, wxxxxxx without limitation, Langley's Xxxxxxx'x Confidential Private Offering MemorandumMemorandum dated June 17, dated Jxxx 00, 0004 2004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Langley Xxxxxxx concerning the Langley Xxxxxxx Shares, and all such questioxxquestions, xx if any, have been axxxxxxx answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Langley Xxxxxxx Shares; (iii) understands that Langley Xxxxxxx has determinxx xxxx determined that the exemption from the registraxxxx xxovisions registration provisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Langley Xxxxxxx Shares, based, in part, upon the representations, wxxxxxxxes warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company by Langley Xxxxxxx or any agent, employee or affiliate of Langley Xxxxxxx and xx xxxxring in entering into this transaction the Target Coxxxxx xs Company is not relying upon any information, other than the results of independent investigation by the Target Company. Langley acknowledges and agrees that the Target Company makxx xx xepresentation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.