Common use of Representations and Warranties of Holders Clause in Contracts

Representations and Warranties of Holders. (a) Each Holder represents and warrants to the Company (and every Person that acquires beneficial ownership (as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D; (ii) is financially able to bear all the risks of holding its interest being acquired for an indefinite period of time; (iii) has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the acquisition of such interest and of making an informed investment decision with respect thereto; (iv) understands that its interest in the Company has not been registered under the Securities Act or the securities Laws of any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest in violation of the Securities Act or any applicable Law; (vi) understands that the interest in the Company may not be resold, transferred, pledged or otherwise disposed of absent an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and securities Laws of any other applicable jurisdiction, and that any certificate or book entry account representing such interest shall contain a legend to such effect; and (vii) understands that the interest in the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result of these transfer restrictions, it may not be able to readily resell such interest and may be required to bear the financial risk of an investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoing.

Representations and Warranties of Holders. (a) Each Holder represents and warrants to the Company severally (and every Person that acquires beneficial ownership (not jointly) hereby represents, acknowledges, covenants and agrees as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with a view to any public resale, public distribution or public offering thereof within the meaning of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Shares have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder either is an “"accredited investor” " within the meaning of Rule 501 of Regulation D; D under the Securities Act, or (ii) is financially able to bear all the risks of holding its interest being acquired for an indefinite period of time; (iii) alone or together with such Holder's purchaser representative, if any), has such knowledge and experience in financial and business matters as to be able to evaluate that such Holder is capable of evaluating the relative merits and risks of the acquisition of such interest prospective investment in the Shares and of making an informed investment decision with respect theretoable to bear the economic consequences thereof; (iv) understands that its interest in the Company has such Holder will not been registered under the Securities Act offer for sale, sell or the securities Laws of otherwise transfer any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest in violation of the Securities Act Shares (or any applicable Law; interest therein) except pursuant to a Shelf Registration Statement (videfined below) understands that the interest in the Company may not be resold, transferred, pledged as contemplated hereby or otherwise disposed of absent pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities Laws or "blue sky" laws and, in the case of an offer to sell, sale or other transfer pursuant to such an exemption, the Company has received (or waived the requirement therefor) a written opinion of U.S. counsel in form and substance satisfactory to it to the effect that such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any other applicable jurisdictiontransfer of Shares pursuant to such an exemption, will cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that any certificate or book entry account representing the certificates evidencing such interest shall contain Shares are required to have endorsed thereon a legend to the effect set forth in Section 3 hereof; (v) in making such effectHolder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and other professional advisors; (vi) such Holder has been furnished and has been afforded an opportunity to review the Company's 1999 Annual Report, the Company's Proxy Statement for use in connection with its 2000 Annual Meeting of Stockholders, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2000 (collectively, the "Public Reports"); and (vii) understands that such Holder and such Holder's purchaser representatives, as applicable, have been given the interest in opportunity to examine all documents, including the Public Reports, and to ask questions of, and to receive answers from, the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result its representatives concerning the terms of these transfer restrictions, it may not be able to readily resell the Transactions and such interest and may be required to bear the financial risk of an Holder's investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoingShares.

Representations and Warranties of Holders. (a) Each Holder represents and warrants to the Company severally (and every Person that acquires beneficial ownership (not jointly) hereby represents, acknowledges, covenants and agrees as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with a view to any public resale, public distribution or public offering thereof within the meaning of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Shares have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder either is an “"accredited investor” " within the meaning of Rule 501 of Regulation D; (ii) is financially able to bear all D under the risks of holding its interest being acquired for an indefinite period of time; (iii) Securities Act, or such Holder has such knowledge and experience in financial and business matters as to be able to evaluate that such Holder is capable of evaluating the relative merits and risks of the acquisition of such interest prospective investment in the Shares and of making an informed investment decision with respect theretoable to bear the economic consequences thereof; (iv) understands that its interest in the Company has such Holder will not been registered under the Securities Act offer for sale, sell or the securities Laws of otherwise transfer any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the Shares (or any interest therein) except upon the terms and subject to the conditions specified herein, and otherwise not in violation of the Securities Act Act, provided that such Holder, prior to effecting any transfer of Shares permitted hereunder, will cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that the certificates evidencing such Shares are required to have endorsed thereon a legend to the effect set forth in Section 3(a) hereof; (v) in making such Holder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or any applicable Lawit to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and other professional advisors; (vi) understands that such Holder has been afforded an opportunity to review and has reviewed all of the interest in Company's reports filed by the Company may not be resold, transferred, pledged or otherwise disposed of absent an effective registration statement under the Securities Exchange Act or an applicable exemption from since January 1, 1994 (the registration requirements of the Securities Act and securities Laws of any other applicable jurisdiction, and that any certificate or book entry account representing such interest shall contain a legend to such effect"Public Filings"); and (vii) understands that such Holder and such Holder's purchaser representatives, as applicable, have been given the interest in opportunity to examine all documents, including the Public Filings, and to ask questions of, and to receive answers from, the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result its representatives concerning the terms of these transfer restrictions, it may not be able to readily resell the Galaxie Purchase Agreement and such interest and may be required to bear the financial risk of an Holder's investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoingShares.

Representations and Warranties of Holders. (a) Each Holder represents and warrants to the Company severally (and every Person that acquires beneficial ownership (not jointly) hereby represents, acknowledges, covenants and agrees as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with a view to any public resale, public distribution or public offering thereof within the meaning of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Shares have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder either is an “"accredited investor” " within the meaning of Rule 501 of Regulation D; (ii) is financially able to bear all D under the risks of holding its interest being acquired for an indefinite period of time; (iii) Securities Act, or alone or together with such Holder's purchaser representative, has such knowledge and experience in financial and business matters as to be able to evaluate that such Holder is capable of evaluating the relative merits and risks of the acquisition of such interest prospective investment in the Shares and of making an informed investment decision with respect theretoable to bear the economic consequences thereof; (iv) understands that its interest in the Company has such Holder will not been registered under the Securities Act offer for sale, sell or the securities Laws of otherwise transfer any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest in violation of the Securities Act Shares (or any applicable Law; (viinterest therein) understands that the interest in the Company may not be resold, transferred, pledged except pursuant to a Shelf Registration Statement as contemplated hereby or otherwise disposed of absent pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities Laws or "blue sky" laws and, in the case of an offer to sell, sale or other transfer pursuant to such an exemption, the Company has received (or waived the requirement therefor) a written opinion of U.S. counsel in form and substance satisfactory to it to the effect that such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any other applicable jurisdictiontransfer of Shares pursuant to such an exemption, will cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that any certificate or book entry account representing the certificates evidencing such interest shall contain Shares are required to have endorsed thereon a legend to the effect set forth in Section 3(a) hereof; (v) in making such effectHolder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and other professional advisors; (vi) such Holder has been furnished and has been afforded an opportunity to review the Company's 1999 Annual Report and the Company's Proxy Statement for use in connection with its 2000 Annual Meeting of Stockholders (the "Public Reports"); and (vii) understands that such Holder and such Holder's purchaser representatives, as applicable, have been given the interest in opportunity to examine all documents, including the Public Reports, and to ask questions of, and to receive answers from, the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result its representatives concerning the terms of these transfer restrictions, it may not be able to readily resell the Transactions and such interest and may be required to bear the financial risk of an Holder's investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoingShares.

Representations and Warranties of Holders. (a) Each ----------------------------------------- Holder represents and warrants to the Company severally (and every Person that acquires beneficial ownership (not jointly) hereby represents, acknowledges, covenants and agrees as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder follows: (i) the Securities are being acquired for such Holder's own account for investment purposes only and not with a view to any resale in violation of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Securities have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder is an “"accredited investor” " within the meaning of Rule 501 of Regulation D; (ii) is financially able to bear all D under the risks of holding its interest being acquired for an indefinite period of time; (iii) has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the acquisition of such interest and of making an informed investment decision with respect theretoSecurities Act; (iv) understands that its interest in the Company has such Holder will not been registered under offer for sale, sell or otherwise transfer any of the Securities Act (or any interest therein) except upon the securities Laws of any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in terms and subject to the Company for its own accountconditions specified herein, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest otherwise not in violation of the Securities Act or any applicable Lawstate securities or "blue sky" laws, provided that such Holder, prior to effecting any transfer of Securities permitted hereunder (other than a transfer of Securities following which such Securities shall cease to constitute Registrable Securities pursuant to a sale described in clause (i) or (ii) of the proviso contained in the definition of "Registrable Securities"), will cause the intended transferee of the Securities to agree to take and hold such Securities subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that the certificates evidencing such Securities are required to have endorsed thereon a legend to the effect set forth in Section 3(a) hereof; (v) in making such Holder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and other professional advisors; (vi) understands that such Holder has been afforded an opportunity to review all of the interest in Company's reports filed by the Company may not be resold, transferred, pledged or otherwise disposed of absent an effective registration statement under the Securities Exchange Act or an applicable exemption from since January 1, 1994 (the registration requirements of the Securities Act and securities Laws of any other applicable jurisdiction, and that any certificate or book entry account representing such interest shall contain a legend to such effect"Public Filings"); and (vii) understands that such Holder and such Holder's purchaser representatives, as applicable, have been given the interest in opportunity to examine all documents, including the Public Filings, and to ask questions of, and to receive answers from, the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result its representatives concerning the terms of these transfer restrictions, it may not be able to readily resell the Purchase Agreement and such interest and may be required to bear the financial risk of an Holder's investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoingSecurities.

Representations and Warranties of Holders. (a) Each Holder represents and warrants to the Company severally (and every Person that acquires beneficial ownership (not jointly) hereby represents, acknowledges, covenants and agrees as such term is used in Rule 13d-3 under the Exchange Act) of any Warrants is deemed by such acquisition to represent and warrant to the Company, as if such Person were a Holder) that such Holder follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with a view to any public resale, public distribution or public offering thereof within the meaning of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Shares have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder either is an “"accredited investor” " within the meaning of Rule 501 of Regulation D; D under the Securities Act, or (ii) is financially able to bear all the risks of holding its interest being acquired for an indefinite period of time; (iii) alone or together with such Holder's purchaser representative, if any), has such knowledge and experience in financial and business matters as to be able to evaluate that such Holder is capable of evaluating the relative merits and risks of the acquisition of such interest prospective investment in the Shares and of making an informed investment decision with respect theretoable to bear the economic consequences thereof; (iv) understands that its interest in the Company has such Holder will not been registered under the Securities Act offer for sale, sell or the securities Laws of otherwise transfer any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest in violation of the Securities Act Shares (or any applicable Law; (viinterest therein) understands that the interest in the Company may not be resold, transferred, pledged except pursuant to a Shelf Registration Statement as contemplated hereby or otherwise disposed of absent pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities Laws or "blue sky" laws and, in the case of an offer to sell, sale or other transfer pursuant to such an exemption, the Company has received (or waived the requirement therefor) a written opinion of U.S. counsel in form and substance satisfactory to it to the effect that such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any other applicable jurisdictiontransfer of Shares pursuant to such an exemption, will cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that any certificate or book entry account representing the certificates evidencing such interest shall contain Shares are required to have endorsed thereon a legend to the effect set forth in Section 3(a) hereof; (v) in making such effectHolder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and other professional advisors; (vi) such Holder has been furnished and has been afforded an opportunity to review the Company's 1999 Annual Report, the Company's Proxy Statement for use in connection with its 2000 Annual Meeting of Stockholders, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2000 (collectively, the "Public Reports"); and (vii) understands that such Holder and such Holder's purchaser representatives, as applicable, have been given the interest in opportunity to examine all documents, including the Public Reports, and to ask questions of, and to receive answers from, the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result its representatives concerning the terms of these transfer restrictions, it may not be able to readily resell the Transactions and such interest and may be required to bear the financial risk of an Holder's investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Holder of rights and the performance of obligations under this Agreement will be based upon that Holders’ own investigation, analysis and expertise. Each Holder represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Holders or their respective Affiliates has been made to such Holder by the Company, by any other Holder or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and such Holder is not relying upon any such promise, agreement, statement or representation of the Company, any other Holder, any of their respective Affiliates or by any representative of any of the foregoingShares.