Common use of Suitability Standards Clause in Contracts

Suitability Standards. (a) Each Seller is acquiring the Homestore Shares for investment purposes only and solely for his own accounts and not with a view to, or for resale in connection with, the distribution or disposition thereof, except for such distributions or dispositions which are effected in compliance with the Securities Act; (b) Each Seller understand that the Homestore Shares have not been registered under the Securities Act or under any state securities or "blue sky" laws; (c) Each Seller will not directly or indirectly offer, sell, transfer, assign, pledge, hypothecate or otherwise dispose of, or solicit any offers to purchase or otherwise acquire or take a pledge of, any of the Homestore Shares, except in accordance with the Securities Act and all applicable state securities or "blue sky" laws; (d) The financial situation of each Seller is such that he can afford to bear the economic risk of holding the Homestore Shares for an indefinite period of time and suffer complete loss of his investment in the Homestore Shares; (e) Each Seller has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks relating to his investment in the Homestore Shares; (f) Each Seller acknowledge that the Homestore Shares must be held indefinitely and each Seller must continue to bear the economic risk of his investments in the Homestore Shares until the Homestore Shares are subsequently registered under the Securities Act or an exemption from such registration is available; (g) Each Seller understands that the Homestore Shares represent a speculative investment which involves a high degree of risk of loss of his investment therein; (h) In making his decision to receive the Homestore Shares under this Agreement, each Seller has relied upon independent investigations made by his and, to the extent believed by him to be appropriate, his representatives, including his own professional, tax and other advisors; (i) In making his decision to receive the Homestore Shares under this Agreement, each Seller has not received or relied upon any information relating the Homestore from Buyer and each Seller has relied solely upon the public filings of Homestore to evaluate the risks associated with ownership of the Homestore Shares; and (j) All information that each Seller has provided to Buyer concerning himself and his financial position is true, complete and correct as of the date of this Agreement.

Suitability Standards. (a) Each Seller is acquiring the Homestore Shares for investment purposes only and solely for his own accounts and not with a view to, or for resale in connection with, the distribution or disposition thereof, except for such distributions or dispositions which are effected in compliance with the Securities Act; (b) Each Seller understand that the Homestore Shares have not been registered under the Securities Act or under any state securities or "blue sky" laws; (c) Each Seller will not directly or indirectly offer, sell, transfer, assign, pledge, hypothecate or otherwise dispose of, or solicit any offers to purchase or otherwise acquire or take a pledge of, any of the Homestore Shares, except in accordance with the Securities Act and all applicable state securities or "blue sky" laws; (d) The financial situation of each Seller is such that he can afford to bear the economic risk of holding the Homestore Shares for an indefinite period of time and suffer complete loss of his investment in the Homestore Shares; (e) Each Seller has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks relating to his investment in the Homestore Shares; (f) Each Seller acknowledge that the Homestore Shares must be held indefinitely and each Seller must continue to bear the economic risk of his investments in the Homestore Shares until the Homestore Shares are subsequently registered under the Securities Act or an exemption from such registration is available; (g) Each Seller understands that the Homestore Shares represent a speculative investment which involves a high degree of risk of loss of his investment therein; (h) In making his decision to receive the Homestore Shares under this Agreement, each Seller has relied upon independent investigations made by his and, to the extent believed by him to be appropriate, his representatives, including his own professional, tax and other advisors; (i) In making his decision to receive the Homestore Shares under this Agreement, each Seller has not received or relied upon any information relating the Homestore from Buyer and each Seller has relied solely upon the public filings of Homestore to evaluate the risks associated with ownership of the Homestore Shares; and (j) All information that each Seller has provided to Buyer concerning himself and his financial position and the financial position of Preis' spouse is true, complete and correct as of the date of this Agreement.

Suitability Standards. (a) Each The Seller is and each Seller Shareholder are acquiring the Homestore Shares Buyer Common Stock for investment purposes only and solely for his their own accounts and not with a view to, or for resale in connection with, the distribution or disposition thereof, except for such distributions or dispositions which are effected in compliance with the Securities ActAct and in accordance with the terms of the Certificate of Incorporation of the Buyer; (b) Each The Seller and each Seller Shareholder understand that there is no established market for the Homestore Shares have Buyer Common Stock (and it is not anticipated that such a market will develop) and that the Buyer Common Stock has not been registered under the Securities Act or under any state securities or "blue sky" laws; (c) Each The Seller and each Seller Shareholder will not directly or indirectly offer, sell, transfer, assign, pledge, hypothecate or otherwise dispose of, or solicit any offers to purchase or otherwise acquire or take a pledge of, any shares of the Homestore SharesBuyer Common Stock, except in accordance with the Securities Act and all applicable state securities or "blue sky" laws, and in any event subject to the terms of the Certificate of Incorporation of the Buyer; (d) The financial situation of Seller and each Seller is Shareholder's financial situations are such that he they can afford to bear the economic risk of holding the Homestore Shares Buyer Common Stock for an indefinite period of time and suffer complete loss of his their investment in the Homestore SharesBuyer Common Stock; (e) Each The Seller has and each Seller Shareholder have such knowledge and experience in financial and business matters that he is they are capable of evaluating the merits and risks relating to his their investment in the Homestore SharesBuyer Common Stock; (f) Each The Seller and each Seller Shareholder have been given the opportunity to examine documents relating to the Buyer, and to ask questions of and receive answers from the Buyer concerning the terms and conditions of the Buyer Common Stock, and to obtain any additional information necessary to verify the accuracy of the information provided; (g) The Seller and each Seller Shareholder acknowledge that the Homestore Shares Buyer Common Stock must be held indefinitely and the Seller and each Seller Shareholder must continue to bear the economic risk of his their investments in the Homestore Shares until Buyer Common Stock unless the Homestore Shares are Buyer Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available; (gh) Each The Seller understands and each Seller Shareholder understand that the Homestore Shares represent Buyer Common Stock represents a speculative investment which involves a high degree of risk of loss of his their investment therein, and for an indefinite period following the Closing there may be no public market for the shares of the Buyer Common Stock; (hi) In in making his decision their decisions to receive the Homestore Shares Buyer Common Stock under this Agreement, the Seller and each Seller has Shareholder have relied upon independent investigations made by his them and, to the extent believed by him them to be appropriate, his their representatives, including his their own professional, tax and other advisors; (i) In making his decision to receive the Homestore Shares under this Agreement, each Seller has not received or relied upon any information relating the Homestore from Buyer and each Seller has relied solely upon the public filings of Homestore to evaluate the risks associated with ownership of the Homestore Shares; and (j) All all information that the Seller and each Seller has Shareholder have provided to the Buyer concerning himself themselves and their financial position and the financial position of each Seller Shareholder and his financial position spouse is true, complete and correct as of the date of this Agreement. (k) The Buyer, the Sub and Cendant acknowledge and agree that the Share Equivalents received by the Seller under Sections 1.4 and 1.5, as well as the Seller's right to receive any interest in any Share Equivalents under the terms of the Escrow Agreement, may be distributed or otherwise transferred in whole or in part, at any time and from time to time, by the Seller to the Seller Shareholders, or either of them (subject to restrictions, conditions or other limitations imposed upon the Seller or the Seller Shareholders under state or federal securities laws or in conjunction with a Lockup Period (as hereinafter defined)), and that such distribution or transfer is not intended to be restricted or limited under any term of this Agreement or any other agreement or document executed in connection herewith.