Representations, Warranties and Covenants of Each Seller Sample Clauses
Representations, Warranties and Covenants of Each Seller. Each Seller, severally and not jointly, hereby represents, warrants and covenants to NGSG as follows:
a. Such Seller is acquiring the Restricted Securities for his own account for investment purposes only, and not with a view to, or for resale in connection with, any distribution other than in compliance with the registration requirements under the Securities Act or the securities laws of any state or pursuant to an exemption therefrom.
b. Such Seller understands that (A) the Restricted Securities (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act and state securities laws for an offer and sale of securities not involving a public offering which relate to private purchases and (3) may not be sold, transferred or otherwise disposed of without satisfaction of certain conditions, including registration under, or the availability of an exemption from registration under, the Securities Act and applicable state securities laws, and (B) such Seller must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. Such Seller further understands that such exemptions depend upon, among other things, the nature of the investment intent of the undersigned expressed herein.
c. Such Seller has been furnished by NGSG all information (or provided access to all information) regarding the business and financial condition of NGSG, the attributes of the Restricted Securities and the merits and risks of an investment in the Restricted Securities which such Seller has requested to evaluate an investment in the Restricted Securities. Specifically, the undersigned acknowledges that such Seller has had an opportunity to review NGSG ‘s Annual Report on Form 10-KSB for the year ended December 31, 2003 and Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and the other SEC Documents (as defined in the Purchase Agreement).
d. Such Seller is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and he, or those persons retained by him, has knowledge, skill and experience in financial, business and investment matters relating to an investment of the same nature as the Rest...
Representations, Warranties and Covenants of Each Seller. Each Seller hereby represents, warrants and covenants to and with BTMU that such Seller’s use of Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to such Seller from or to the BTMU or other third parties. No Seller shall use the Program web portal for investment or arbitrage functions or purposes, or in breach of any Laws, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
Representations, Warranties and Covenants of Each Seller. Each Seller hereby represents, warrants, and covenants to Buyer (severally and not jointly with any other Seller and/or the Company) (and, for purposes of Section 3.5, to the Company), as follows:
Representations, Warranties and Covenants of Each Seller. Each Seller hereby represents, warrants, and covenants to Buyer (severally and not jointly with any other Seller, the Company and/or the Israeli subsidiary) (and, for purposes of Section 3.6, to the Company), as follows (provided that representations, warranties and covenants of Section 3.7 are only being made and given by Gur ▇▇▇▇▇):
Representations, Warranties and Covenants of Each Seller. Each Seller, severally and not jointly, represents and warrants to and covenants with the Purchaser that as of the date of this Agreement and as of the date of the Closing:
Representations, Warranties and Covenants of Each Seller. Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date or as of such date specifically provided herein, or in the case of each applicable covenant, during and after the term of this Agreement:
Representations, Warranties and Covenants of Each Seller. (i) If the Closing occurs on or prior to the Marketing Period Termination Date (A) the representations and warranties of each Seller contained in this Agreement (x) that are qualified by a “Material Adverse Effect” qualification shall be true and correct in all respects as so qualified as of the Closing, as though made on and as of the Closing, and (y) that are not qualified by a “Material Adverse Effect” qualification shall be true and correct as of the Closing, as though made on and as of the Closing, except for such failures to be true and correct in the aggregate as would not have a Material Adverse Effect (except, with respect to the foregoing clauses (A) and (B), to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (x) or (y), as applicable, as of such other date), (B) the covenants and agreements contained in this Agreement to be complied with by any Seller at or before the Closing shall have been complied with in all material respects and (C) the Purchaser shall have received a certificate of the Seller Representative, signed by a duly authorized officer thereof, dated as of the Closing Date and certifying the matters set forth in clauses (A) and (B) above;
(ii) If the Closing occurs after the Marketing Period Termination Date (A) the representations and warranties of the Company contained in this Agreement (x) that are qualified by a “Material Adverse Effect” qualification shall be true and correct in all respects as so qualified as of the Marketing Period Termination Date, as though made on and as of the Marketing Period Termination Date, and (y) that are not qualified by a “Material Adverse Effect” qualification shall be true and correct as of the Marketing Period Termination Date, as though made on and as of the Marketing Period Termination Date, except for such failures to be true and correct in the aggregate as would not have a Material Adverse Effect (except, with respect to the foregoing clauses (x) and (y), to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (x) or (y), as applicable, as of such other date), (B) the covenants and agreements contained in this Agreement to be complied with by the Company, at or before the Marketing Period Termi...
Representations, Warranties and Covenants of Each Seller. Each Seller hereby represents, warrants and covenants to and with BTMU that suchas follows:
6.1. Such Seller’s use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to sucha Seller from or to the BTMU or other third parties. NoSuch Seller shall not use the Program web portal for investment or arbitrage functions or purposes, or in breach of any Lawsfor any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
6.2. Information provided by such Seller to BTMU or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.
Representations, Warranties and Covenants of Each Seller. Each Seller hereby represents, warrants and covenants to and with the Buyer that such Seller’s use of Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to such Seller from or to the Buyer or other third parties. No Seller shall use the Program web portal for investment or arbitrage functions or purposes, or in breach of any Laws in any material respect, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
Representations, Warranties and Covenants of Each Seller. As a material inducement to Purchaser to enter into this Agreement and with the understanding that Purchaser will be relying thereon in consummating the purchase of the Shares contemplated hereunder, each Seller, severally and not jointly with any of the other Sellers, represents and warrants with respect to itself and agrees (other than Section 4.8, which shall only apply to the Principal Shareholders) as follows: