Experience and Information Sample Clauses

Experience and Information. Such Purchaser: (a) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) understands that the Notes have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (c) by and through its officers or investment advisor (each of whom has such knowledge and experience in financial and business matters as to be capable of evaluating such Purchaser’s investment), has such knowledge and experience in financial and business matters as to be capable of evaluating its investment, and such Purchaser has the ability to bear the economic risks of its investment; (d) by and through its officers or investment advisor, has reviewed this Agreement, including all exhibits and schedules hereto, and has received the financial statements of the Company and its Subsidiaries referenced in Section 8B; and (e) by and through its officers or investment advisor, has had, during the course of the transactions contemplated hereby and prior to its receipt of the Notes to be purchased by it, the opportunity to ask questions of, and has received answers from, the Company and Xxxxxx Navigation concerning the transactions contemplated hereby and to obtain any additional information which the Company or Xxxxxx Navigation possesses or could acquire without unreasonable effort or expense; provided, however, that nothing in this representation nor any such investigation by such Purchaser or by its officers or investment advisor shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement or any Transaction Document by the Company and or impair any rights which such Purchaser may have with respect thereto.
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Experience and Information. The Purchaser represents that it is experienced in evaluating high technology companies such as the Company, is able to fend for itself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. The Purchaser further represents that it has carefully reviewed the Financial Statements and this Agreement, including all exhibits and appendices thereto and hereto, and that it has had, during the course of the transaction and prior to its purchase of its Shares, the opportunity to ask questions of ' and receive answers from, the Company through its officers and key employees concerning the terms and conditions of the offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. Notwithstanding the foregoing, any such investigation by Purchaser shall not affect Purchaser's right to rely on the representations and warranties made by the Company in Section 3 of this Agreement.
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Experience and Information. (i) The Lender or its officers, directors, managers or controlling persons has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, and (ii) the Lender has substantial experience in evaluating and investing in/ and or providing debt financing to companies similar to the Company so that Lender is capable of evaluating the merits and risks of Lender’s investment in the Company and has the capacity to protect Lender’s own interests. Lender is acquainted with the business of the Company, and has been given access to all Company information that Lender has requested for the purpose of evaluating Lender’s investment in the Company. Lender acknowledges that it is able to fend for itself and can bear economic risk of its investment. Lender acknowledges that any investment in the Company involves a high degree of risk, and represents that it is able without materially impairing its financial condition, to suffer a complete loss of its investment.
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Experience and Information. 7 4.3 Rule 144..................................................8 4.4 Restrictions on Transferability...........................8 4.5
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Experience and Information. Purchaser represents to the Company that (a) Purchaser, by and through its officers (each of whom is experienced in evaluating companies such as the Company), is experienced in evaluating companies such as the Company; (b) Purchaser, by and through its officers (each of whom has such knowledge and experience in financial and business matters as to be capable of evaluating Purchaser's investment), has such knowledge and experience in financial and business matters as to be capable of evaluating its investment, and Purchaser has the ability to bear the economic risks of its investment; (c) Purchaser, by and through its officers, has reviewed this Agreement, including all exhibits and schedules hereto, and has received the Company's annual reports to shareholders for fiscal years ended December 31, 1994 through 1996, and all of the Company's periodic reports and amendments thereto and forms and amendments thereto prepared for filing with the Commission (including, without limitation, the Company's Annual Reports on Form 10-K for fiscal years ended December 31, 1994 through 1996, the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997 and June 30, 1997, and the Company's proxy statements prepared in connection with the Company's annual meeting of shareholders held on May 15, 1997 and the financial statements included in such periodic reports and forms and the financial statements referred to in Section 3.12 hereof; and (d) Purchaser, by and through its officers, has had, during the course of the transactions contemplated hereby and prior to its receipt of the Notes, the opportunity to ask questions of, and has received answers from, the Company concerning the transactions contemplated hereby and to obtain any additional information which the Company possesses or could acquire without unreasonable effort or expense; PROVIDED, HOWEVER, that no such investigation by Purchaser or by its officers shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement by the Company or impair any rights which Purchaser may have with respect thereto.
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Experience and Information. Vista has reviewed the Company’s reports, schedules, forms, statements and other documents filed by the Company under the Securities Act and the Securities Exchange Act of 1934, and has been furnished with all materials relating to the business, finances, prospects and operations of the Company and materials relating to the offer of the Shares that have been requested by Vista. Vista, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Shares, and has evaluated the merits and risks of such investment. Vista is able to bear the economic risk of an investment in the Shares.
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Experience and Information. Such Holder (a) is an "accredited investor" within the meaning of Rule 501(a) promulgated under the 1933 Act and an executive officer and director of the Company; (b) has reviewed this Agreement, including all Exhibits hereto, and has reviewed all of the Company's periodic reports and amendments thereto and forms and amendments thereto prepared for filing with the Commission that have been made available to such Holder and the financial statements included in such periodic reports and forms and the Amended Exchange Offer Materials; and (c) has had, during the course of the transactions contemplated hereby and prior to his receipt of the Exchange Consideration, the opportunity to ask questions of, and has received answers from, the Company concerning the transactions contemplated hereby and to obtain any additional information that the Company possesses or could acquire without unreasonable effort or expense; provided, however, that, except as set forth in Section 8.8, no such investigation by any Holder shall limit, diminish, or constitute a waiver of any representation or warranty made under this Agreement by the Company or impair any rights that such Holder may have with respect thereto.
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Experience and Information. 7 4.3 Rule 144............................................................ 7 4.4
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Experience and Information. Each of the Sellers has experience as investors in securities of companies and have such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the Sale pursuant to this Agreement and protecting his, her or its own interests in connection with such Sale. The Sellers have had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Sale and the business, properties, prospects and financial condition of the Company and to obtain any additional information requested and has received and considered all information the Sellers deem relevant to make an informed decision regarding the Sale.
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Related to Experience and Information

  • Access and Information (a) From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees, each Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the Closing and the Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

  • Reports and Information Computershare shall provide the Funds with the reports specified in Schedule 6 of the Side Agreement within the periods of time prescribed in Schedule 6 of the Side Agreement and at no additional cost to the Funds.

  • Records and Information The LLC shall keep at its principal office the following records, and such other records (if any) as may be required under applicable state law:

  • Additional Reports and Information The Borrowers shall furnish to the Lender promptly, such additional information, reports or statements as the Lender may from time to time reasonably request.

  • Fund Information a. Dealer agrees that neither it nor any of its partners, directors, officers, employees, and agents is authorized to give any information or make any representations concerning Shares of any Fund except those contained in the Fund's then current Prospectus or in materials provided by Distributor.

  • INVESTMENTS AND INFORMATION (a) The Trustee shall from time to time during the term of this Agreement invest all amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which investments shall at all times be made in compliance with the terms of the Pooling and Servicing Agreement and the Series Supplement.

  • BACKGROUND INFORMATION (A) The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Notices and Information (a) Promptly notify the Administrative Agent and each Lender of the occurrence of any Default and the nature thereof.

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