The Buyer Sample Clauses
The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or
The Buyer. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
The Buyer a. is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in PTCE 95-60 have been satisfied; or
The Buyer. (a) relies on its own enquiries in relation to the Land; and
(b) warrants that in entering into this Contract the Buyer:
(i) has not relied on any express or implied statement, warranty or representation whether oral, written or otherwise made by or on behalf of the Seller to the Buyer in connection with the Land;
(ii) has not relied on any documentation made available by or on behalf of the Seller to the Buyer in relation to the Land other than documentation forming part of this Contract; and
(iii) is satisfied as to the nature, quality and condition of the Land and the purposes for which the Land may be used.
The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or
The Buyer. In the case of the Buyer as Indemnifying Party (i) any breach of any representation or warranty made by the Buyer in this Agreement; or (ii) any breach or violation of any covenant or agreement made by the Buyer in this Agreement.
The Buyer. (a) has evaluated the risks of a purchase of the Securities and has relied solely upon his own investigation of the Company and the information and representations made by the Sellers and the Company contained herein this Agreement and any written information and documents provided to Buyer by the Sellers and/or the Company;
(b) has been given the opportunity to ask questions of, and receive answers from, the Company and Sellers concerning the terms and conditions of the Securities and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in any documents provided in order for the Buyer to evaluate the merits and risks of the purchase of the Securities to the extent the Company or Sellers possess such information or could acquire it without unreasonable efforts or expense, and have not been furnished with any other offering literature upon which the Buyer have relied;
(c) has not been furnished by Sellers with any oral or written representation or oral or written information upon which the Buyer has relied in connection with the offering of the Securities that is not contained, or referred to, in this Agreement;
(d) has investigated the acquisition of the Securities to the extent the Buyer has deemed necessary or desirable and the Company or the Sellers have provided the Buyer with any assistance the Buyer has requested in connection herewith;
(e) is an accredited investor as that term is defined in rule 501(a) of Regulation D under the Securities Act of 1933, as amended;
(f) has determined that the Securities are a suitable investment for the Buyer and that at this time the Buyer can bear a complete loss of an investment in the Securities purchased hereby; and
(g) is experienced in transactions involving the purchase of securities and obtaining control of companies such as the Company.
The Buyer and the Buyer’s Guarantor shall and shall procure that if this Agreement is not completed in accordance with its terms and any member of the Buyer’s Group holds confidential information relating to the Business or any Group Company, including all material in the Data Room and all Evaluation Material as defined in the Confidentiality Agreement dated 13 July 2010 (Target Confidential Information), such Target Confidential Information shall be kept confidential and the Buyer shall and shall procure that any member of the Buyer’s Group shall to the extent reasonably practicable and as soon as reasonably practicable deliver such Target Confidential Information to the Seller or destroy it, in each case without retaining copies save that :
(a) in respect of electronically held data, the obligation to return or destroy Target Confidential Information shall be an obligation to use all reasonable endeavours to return or destroy such data, but shall not require the return or destruction of such data to the extent it exists as part of routine back-up procedures provided that any such retained Target Confidential Information is kept confidential and is not used by the any member of the Buyer’s Group;
(b) the provisions of clause 16.6 shall not apply in respect of any Target Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement;
(c) the provisions of clause 16.6 shall not apply to the extent that the Buyer is required to retain or disclose Target Confidential Information by any applicable law or regulatory body or the rules of any Authority provided that any Target Confidential Information retained pursuant to this paragraph will be kept confidential; and
(d) the provisions of clause 16.6 shall not apply to the disclosure of Target Confidential Information to an adviser for the purposes of advising the Buyer in connection with the transaction contemplated by this Agreement provided that any such adviser has first agreed to keep confidential any Target Confidential Information disclosed to it. The Buyer further undertakes to the Seller (for itself and as trustee for each member of the Seller’s Group) that if this Agreement is not completed in accordance with its terms it shall not (and shall procure that no member of the Buyer’s Group shall) at any time directly or indirectly, whether by himself/itself, his/its employees or agents or otherwise howsoever use, w...
The Buyer. (the “Buyer”) with a mailing address of ______________________, City of ______________________, State of ______________________.
The Buyer. Notwithstanding anything to the contrary in this Article VII, the Buyer shall not be liable under this Article VII for any Losses resulting from any breach of a representation, warranty, covenant or agreement contained in this Agreement or in any other Buyer Document unless such claim involves Losses in excess of Ten Thousand Dollars ($10,000) or the aggregate amount of all such indemnifable Losses incurred or suffered exceeds Ten Thousand Dollars ($10,000), and then in which case the Buyer shall thereafter be liable for all indemnifiable Losses on a dollar-for-dollar basis without regard to such Threshold.