REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Clause Samples

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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Such Purchaser (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement. (b) Such Purchaser acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that the Company has made available the SEC Documents and the Disclosure Materials. Based on the information such Purchaser has deemed appropriate, and without reliance upon any Placement Agent, it has independently made its own legal and financial analysis and decision to enter into the Transaction Documents. Except for the representations and warranties in Section 4, as qualified in accordance with the introductory paragraph of Section 4, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. (c) The Shares to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Secu...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants, and covenants and agrees with, to the Company, as of the Closing Date, as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contribution.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants to the Company, effective as of the Closing Date, as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the Purchasers severally represent and warrant to, and covenant with, Seller and the Company, as of the date hereof and as of the Closing Date, that: (1) such Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and also is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in private placement transactions; (2) such Purchaser is acquiring the number of Shares set forth next to such Purchaser's name on Schedule I hereto for his or its own account for investment and with no present intention of distributing any of such Shares and that no arrangement or understanding exists with any other person regarding the distribution of any of such Shares (this representation and warranty not limiting such Purchaser's right to sell pursuant to an effective registration statement registering the Shares for resale or to be indemnified pursuant to the provisions hereof); (3) such Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (4) such Purchaser has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company and its business and has reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (5) such Purchaser has completed or caused to be completed the Purchaser Questionnaire which is a part hereof and the answers thereto are true and correct to the best knowledge of such Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (as defined in Section 8(a)); (6) such Purchaser will notify the Company immediately of any change in any of such information until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective pursuant to Section 8(a)(4); and (7) such Purchaser has, in connection with its decision to purchase Shares, relied solely upon the documents that the Company was required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") durin...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company as of the Closing Date: (a) Purchaser represents and warrants that: (i) Purchaser has all requisite power and has taken all requisite action to execute and deliver this Agreement, to purchase the Ordinary Shares and to carry out and perform all of the Purchaser’s obligations under this Agreement; and (ii) this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (y) as limited by the availability of specific performance, injunctive relief, or other equitable principles. (b) At the time such Purchaser was offered the Ordinary Shares, it was, and as of the date hereof is: (i) either (A) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (B) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an Institutional Account as defined in Financial Industry Regulatory Authority Rule 4512(c), and (iii) a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the transactions contemplated by this Agreement. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Ordinary Shares and participation in the transactions contemplated by this Agreement (i) have been duly authorized and approved by all necessary action, except that would not reasonably be expected to have a material adverse effect on the legal authority of Purchaser to enter into and timely perform its obligations under this Agreement, (ii) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound, except that would not reasonably be expected to have a material adverse effect on the legal authority of P...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants to the Company, effective as of the date hereof, as follows: