Representations of Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company as to himself as follows:
Representations of Purchasers. Each Purchaser solely owns all right, title and interest in and to its respective Existing Promissory Note(s) and has not conveyed any interest or other right in any such Existing Promissory Note to any other Person or otherwise subjected, or allowed to be subjected, such Existing Promissory Note to any lien or other encumbrance. The transactions contemplated by this Agreement will result in the full and complete release and satisfaction of any and all obligations of the Company with respect to each Purchaser's Existing Promissory Note(s). The Existing Promissory Note(s) being tendered by each Purchaser to the Company pursuant to this Agreement are the only promissory notes or other debt obligations of the Company to such Purchaser.
Representations of Purchasers. Purchasers hereby represent, warrant, and agree to and with Seller as follows:
Representations of Purchasers. Each Purchaser represents, warrants and agrees as follows:
Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the Effective Date and immediately following the closing of the transactions under this Agreement, the following are true and correct: (a) such Purchaser is acquiring the Notes to be purchased by it hereunder for investment purposes and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 promulgated under the Exchange Act as in effect as of the Effective Date and has the ability to bear the complete loss of its investment, (ii) it is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and can bear the economic risks of investing in the Notes for an indefinite period of time and (iii) has made, either alone or together with its advisors, such independent investigation of the Issuer and its management assets and related matters as the Purchaser deems to be, or such advisors have advised to be, necessary or advisable in connection with the purchase of the Notes and had (A) access to management and representatives of the Issuer during the course of this transaction and prior to the purchase of the Notes, (B) the opportunity to ask questions of and receive answers from the Issuer and its management and representatives concerning the Issuer and its management assets and related matters and the terms and conditions of the Notes in order to reach an informed decision as to the advisability of the purchase of the Notes, and (C) the opportunity to obtain any additional information necessary to verify the information related to the Notes or otherwise to the business or proposed activities of the Issuer, (c) such Purchaser (i) is duly organized or formed, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (iii) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdic...
Representations of Purchasers. Each of CNSI, Gladstone and The Regents (each hereinafter referred to as a "Purchaser") hereby represents to the Company in connection with the Purchaser of their respective Shares contemporaneously the execution of this Agreement that:
Representations of Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Issuer that, as of the Closing Date and immediately following the closing of the transactions contemplated under this Agreement, the following are true and correct: (a) such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale or resale in connection with any distribution thereof within the meaning of the Securities Act, (b) such Purchaser (i) is an “accredited investor” as defined in Rule 501 promulgated under the Securities Exchange Act of 1934 as in effect as of the Closing Date, and (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Notes being purchased by it and (c) such Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes. The purchase of the Notes by each Purchaser on the Closing Date shall constitute its confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations and warranties contained in Section 4.25, the Issuer is relying, to the extent applicable, upon the representations and warranties made by the Purchasers herein.
Representations of Purchasers. Each Purchaser, severally and ----------------------------- not jointly, represents and warrants as follows:
Representations of Purchasers. Each Purchaser hereby represents and warrants, jointly and not severally, to the Company that (a) it has been duly organized and is existing in good standing as the type of entity and under the laws of the state set forth under its respective name on the signature page hereof, (b) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and (c) this Agreement has been duly authorized, executed and delivered by such Purchaser.
Representations of Purchasers. You represent, and in making this sale to you it is specifically understood and agreed, that:
