REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Founding Director Warrants to the Purchasers, the Purchasers hereby severally represent, warrant and covenant to the Company (which representations, warranties and covenants shall survive the Closing) that:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby represents, warrants and covenants to the Company, severally and not jointly, as follows: 2.1 The Purchaser recognizes and acknowledges that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) an investment in the Company is highly speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Purchaser may not be able to liquidate his/her/its investment; (iii) transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of his/her/its entire investment; and (v) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. 2.2 The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D as indicated by the Purchaser’s responses to the questions contained in Schedule A hereof, which responses are true and correct as of the date hereof and shall be true and correct as of each Closing, and the Purchaser is able to bear the economic risk of an investment in the Company for an indefinite period of time. If the Purchaser is a natural person, the Purchaser has reached the age of majority in the state or other jurisdiction in which the Purchaser resides. (a) The Purchaser hereby acknowledges and represents that (i) the Purchaser is knowledgeable, sophisticated and has experience in making, and is qualified to make, decisions with respect to investments representing an investment decision like that involved in the purchase of the Securities hereunder and has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on a national securities exchange; (ii) the Purchaser recognizes that the Company’s financial condition has been and continues to be weak and the Company’s auditors have included explanatory paragraphs in the Company’s audited financial statements for the fiscal year ended 2013 indicating substantial doubt as to the Company’s ability to continue as a going concern; and (iii) Purchaser recognizes that the market price of the Common Stock of the Company has been and continues to be volatile, and Purchaser has carefully evaluated the risks of an investment in the Securities. (b) The Purchaser hereby acknowledges that the P...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. The undersigned Purchasers hereby represent and warrant to the Company, severally and not jointly, as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Purchasers hereby represents and warrants to Eastgate that:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser represents, warrants and covenants to Issuer, with respect to itself only and not the other Purchasers, as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby severally and not jointly, represents and warrants to the Company, effective as of the Closing Date, as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (i) Purchasers will have performed and satisfied in all material respects each of its covenants and obligations set forth in this Agreement and under the other Transaction Documents required to be performed and satisfied by it on or prior to the Closing Date; (ii) each of the representations and warranties set forth in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing with the same force and effect as if made as of the Closing; (iii) each of the representations and warranties of the Purchasers contained in this Agreement or in any other Transaction Documents will have been true and correct in all material respects as of the date of this Agreement and at and as of the Closing (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date) with the same force and effect as if made as of the Closing or such other date; and (iv) the Company shall have received a certificate signed by a duly authorized representative of each Purchaser affirming that the conditions in Section 5.2(a)(i)-(iii) have been satisfied.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Insider Warrants to the Purchasers, each Purchaser hereby severally and not jointly represents, warrants and covenants to the Company (as to himself, herself or itself only) that: A. Capacity and State Law Compliance. Such Purchaser, if an individual, is over the age of 21 years with the legal capacity to execute and perform the obligations imposed on such Purchaser hereunder. If such Purchaser is an entity, (i) it is a corporation, limited liability company, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of such Purchaser, and (ii) the execution, delivery and performance of this Agreement by such Purchaser will have been duly authorized by such Purchaser as of Closing. To such Purchaser’s knowledge, such Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Insider Warrants is permitted under applicable securities laws. Such Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Insider Warrants may require the registration of such Common Stock under Federal and/or state securities laws or the availability of an exemption from such registration requirements.