Common use of Private Placement Representations Clause in Contracts

Private Placement Representations. The Company (i) has received and carefully reviewed such information and documentation relating to the Purchaser that the Company has requested, including, without limitation, the Purchaser's Confidential Private Offering Memorandum dated June 3, 2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from the Purchaser concerning the Xxxxxxx Shares, and all such questions, if any, have been answered to the full satisfaction of the 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 Xxxxxxx Shares; (iii) understands that Xxxxxxx has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities ----------- Act"), provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder is applicable to the offer and sale of the Xxxxxxx Shares, based, in part, upon the representations, warranties and agreements made by the Company herein; and (iv) except as set forth herein, no representations or warranties have been made to the Company by the Purchaser or any agent, employee or affiliate of the Purchaser and in entering into this transaction the Company is not relying upon any information, other than the results of independent investigation by the Company. The Purchaser acknowledges and agrees that the Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Internal Hydro International Inc)

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Private Placement Representations. The Company (i) has received and ------------------------------------- carefully reviewed such information and documentation relating to the Purchaser that the Company has requested, including, without limitation, the Purchaser's Confidential Private Offering Memorandum dated June 3January 1, 2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from the Purchaser concerning the Xxxxxxx Armadillo Shares, and all such questions, if any, have been answered to the full satisfaction of the 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 Xxxxxxx Armadillo Shares; (iii) understands that Xxxxxxx Armadillo has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities ----------- Act"), provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder is applicable to the offer and sale of the Xxxxxxx Armadillo Shares, based, in part, upon the representations, warranties and agreements made by the Company herein; and (iv) except as set forth herein, no representations or warranties have been made to the Company by the Purchaser or any agent, employee or affiliate of the Purchaser and in entering into this transaction the Company is not relying upon any information, other than the results of independent investigation by the Company. The Purchaser acknowledges and agrees that the Company makes no representation or warranty with respect to itself or the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.. ------------

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Heritage Worldwide Inc)

Private Placement Representations. The Company (i) has received and carefully reviewed such information and documentation relating to the Purchaser that the Company has requested, including, without limitation, the Purchaser's Confidential Private Offering Memorandum dated June 3January 1, 20042004 (the "Private Placement Memorandum; (ii) has had a reasonable opportunity to ask questions of and receive answers from the Purchaser concerning the Xxxxxxx Armadillo Shares, and all such questions, if any, have been answered to the full satisfaction of the 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 Xxxxxxx Armadillo Shares; (iii) understands that Xxxxxxx Armadillo has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities ----------- Act"), provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder is applicable to the offer and sale of the Xxxxxxx Armadillo Shares, based, in part, upon the representations, warranties and agreements made by the Company herein; and (iv) except as set forth herein, no representations or warranties have been made to the Company by the Purchaser or any agent, employee or affiliate of the Purchaser and in entering into this transaction the Company is not relying upon any information, other than the results of independent investigation by the Company. The Purchaser acknowledges and agrees that the Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Jill Kelly Productions Holding, Inc.)

Private Placement Representations. The Company (i) has received and carefully reviewed such information and documentation relating to the Purchaser that the Company has requested, including, without limitation, the Purchaser's ’s Confidential Private Offering Memorandum dated June 3January 1, 2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from the Purchaser concerning the Xxxxxxx Armadillo Shares, and all such questions, if any, have been answered to the full satisfaction of the 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 Xxxxxxx Armadillo Shares; (iii) understands that Xxxxxxx Armadillo has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities ----------- Act"), provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder is applicable to the offer and sale of the Xxxxxxx Armadillo Shares, based, in part, upon the representations, warranties and agreements made by the Company herein; and (iv) except as set forth herein, no representations or warranties have been made to the Company by the Purchaser or any agent, employee or affiliate of the Purchaser and in entering into this transaction the Company is not relying upon any information, other than the results of independent investigation by the Company. The Purchaser acknowledges and agrees that the Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Market Central Inc)

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Private Placement Representations. The Company (i) has received and carefully reviewed such information and documentation relating to the Purchaser that the Company has requested, including, without limitation, the Purchaser's ’s Confidential Private Offering Memorandum dated June 3January 1, 2004; (ii) has had a reasonable opportunity to ask questions of and receive answers from the Purchaser concerning the Xxxxxxx Armadillo Shares, and all such questions, if any, have been answered to the full satisfaction of the 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 Xxxxxxx Armadillo Shares; (iii) understands that Xxxxxxx the Purchaser has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities ----------- Act"), provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder is applicable to the offer and sale of the Xxxxxxx Armadillo Shares, based, in part, upon the representations, warranties and agreements made by the Company herein; and (iv) except as set forth herein, no representations or warranties have been made to the Company by the Purchaser or any agent, employee or affiliate of the Purchaser and in entering into this transaction the Company is not relying upon any information, other than the results of independent investigation by the Company. The Purchaser acknowledges and agrees that the Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (O2diesel Corp)

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