Representations and Warranties by the Purchasers. Each Purchaser hereby represents and warrants to Company as follows:
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that (a) it is acquiring the Shares, for its own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, distribution or resale thereof in violation of any State or Federal securities laws; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Compa...
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that:
Representations and Warranties by the Purchasers. Each of the Purchasers jointly and severally represents, warrants and covenants to the Sellers as follows:
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants to the Company severally, but not jointly (except that the representations and warranties of ODC are hereby made jointly and severally by Aspen and Atlantis as to such two parties), as follows:
Representations and Warranties by the Purchasers. The Purchasers make the following representations and warranties that constitute an essential reason for the consent of the Sellers and a fundamental element of the different obligations set down herein:
Representations and Warranties by the Purchasers. Each Purchaser represents and warrants to the Company (as to itself only) as follows:
Representations and Warranties by the Purchasers. 10 6.1 Representations and Warranties of the Purchasers.............. 10 6.2 Additional Representations and Warranties of the Regulation S Purchasers.................................................... 11
Representations and Warranties by the Purchasers. 2 ARTICLE II CONDITIONS TO PURCHASERS' OBLIGATION 4 2.01. REPRESENTATIONS AND WARRANTIES 4 2.02. DOCUMENTATION AT CLOSING. 4 2.03. CONSENTS, WAIVERS, ETC. 6
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants to the Company severally, but not jointly, that (a) it will acquire the Purchased Shares to be acquired by it for its own account and that the Purchased Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that the disposition of the property of each Purchaser shall at all times be within its control; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchasers; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transaction contemplated hereby. The acquisition by each Purchaser of the Purchased Shares acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser. Each of the Purchasers further represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:
