Status of the Seller. Nothing in these Terms and Conditions or any Agreement or purchase agreement relating to the goods/services shall create or be construed as creating a partnership, joint ven- ture, a contract of employment or relationship of employer and employee, or a relationship of principal and agent be- tween the Seller and the Buyer.
Status of the Seller. The Seller represents and warrants that either (i) at the time the offer of CPOs was made, at the time of the Closing and on each Subsequent Closing Date, it was and will be outside the United States and, at each such time, it was not and will not be a U.S. person (and was not and will not be purchasing for the account or benefit of a U.S. person) within the meaning of 483744.01-New York S4A 18 Regulation S under the U.S. Securities Act of 1933, as amended, or (ii) it is an "accredited investor" within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended.
Status of the Seller. Nothing in the Contract shall create or be construed as creating a partnership, joint venture, a contract of employment or relationship of employer and employee, or a relationship of principal and agent between the Seller and the Company.
Status of the Seller. The Seller is not and has not been within 90 days of this Agreement, an officer, director or “affiliate” of the Company for purposes of Rule 144, the Securities Act or the Rules and Regulations.
Status of the Seller. The Seller is, at Closing, taking the Stock Consideration for investment and not distribution of the same. The Seller is an accredited investor, or is owned by members each of whom is an accredited investor, as such term is defined in the Securities Act except as noted on Schedule 3.30 of the Disclosure Schedule. The Seller has reviewed the filings of Premier with the Securities and Exchange Commission, including but not limited to the risk factors set forth therein, and understands that the Premier Common Stock presents certain risks for a holder of the same. 554881
Status of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana. The Seller has the corporate power and authority to own, lease and operate the Purchased Assets and to conduct the Business. The Seller is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which its right, title or interest in or to any of the Purchased Assets or the conduct of the Business requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not have a material adverse effect on any of the Purchased Assets, the Business or the results of operations of the Seller. There is no pending or, to the Knowledge of the Seller, threatened, action for the dissolution, liquidation, insolvency or rehabilitation of the Seller.
Status of the Seller. The Seller has knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Shares. The Seller is not a broker-dealer or an affiliate of a broker-dealer.
Status of the Seller. If such Seller is not an individual, such Seller is duly organized, validly existing and in good standing under the laws of the State of its formation and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business being conducted by such Seller requires such entity to be so qualified.
Status of the Seller. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada, and has the power and capacity to own and dispose of the Assets and to carry on the Seller's Business as now being conducted by it and to enter into this agreement and carry out its terms to the full extent.
Status of the Seller. The Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, which enables the Seller to properly evaluate the risks and merits of its participation in the Repurchase Transaction. The Seller has determined, based on its own independent review (without reliance upon the Purchaser or any of its officers or directors) and such professional advice as it deems appropriate that its consideration of the sale of the Shares to the Purchaser in EXHIBIT 10.1 the Repurchase Transaction and the Purchase Price (i) is fully consistent with its financial needs, objectives and condition, (ii) is the product of arm’s-length negotiations between the Purchaser and the Seller, (iii) complies and is fully consistent with all investment and divestiture policies, guidelines and other restrictions applicable to the Seller.
