Representations by Each Purchaser Sample Clauses

Representations by Each Purchaser. Each Purchaser makes the following representations and warranties to the Company: (a) Purchaser acknowledges that the Shares have not been registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), nor have the Shares been registered or qualified for sale under the laws of any other jurisdiction (either within or outside of the United States). (b) Purchaser is acquiring the Shares for Purchaser’s own account and not for the account of others and for investment purposes only. (c) All subsequent offers and sales of the Shares by Purchaser shall be made in compliance with the Securities Act, pursuant to registration under the Securities Act or pursuant to an exemption from such registration. (d) Purchaser understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements acknowledgments and understandings of Purchaser set forth in the Agreement in order to determine the applicability of such exemptions and the suitability of Purchaser to acquire the Shares. (e) Purchaser has adequate net worth and means of providing for his or her current needs and personal contingencies to sustain a complete loss of his or her investment in the Shares and has no need for liquidity in this investment. (f) The Company has made available to Purchaser, and Purchaser’s counsel and advisors, if any, the opportunity to ask questions of, and receive answers from, the Company and its representatives concerning the terms and conditions of an investment in the Shares, and has given Purchaser access to any requested information, documents, financial statements, books and records relative to the Company and an investment in the Shares. (g) If the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (i) If the Purchaser is a corporation, the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (ii) if the Purchaser is a partnership or other organization, all governing documents necessary to enter...