INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 5.1 Representations, Warranties and Covenants of Members 11 Section 5.2 Additional Representations and Warranties of Non-Investor Members 12 Section 5.3 Additional Representations and Warranties of Investor Members 13 Section 5.4 Additional Covenants of Management Members 13 ARTICLE VI CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS Section 6.1 Capital Accounts 13 Section 6.2 Adjustments 14 Section 6.3 Additional Capital Contributions 14 Section 6.4 Negative Capital Accounts 14 ARTICLE VII ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS Section 7.1 Certain Terms 14 Section 7.2 Effects of Termination of Employment on Override Units 15
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The Investor is familiar with and understands (i) the current and proposed business of the Company and (ii) that the Company is a development stage corporation with no profitability to date. The Investor has carefully considered and has, to the extent the Investor believes such discussion necessary, discussed with the Investor’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Securities for the Investor’s particular tax and financial situation and has determined that the Units being subscribed for are a suitable investment for the Investor.
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows:
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 5.1 Representations, Warranties and Covenants of Members 27 Section 5.2 Additional Representations and Warranties of Non-Investor Members 29 Section 5.3 Additional Representations and Warranties of Investor Members and Outside Members 30 Section 5.4 Additional Representations and Warranties of Kanas 31 Section 5.5 83(b) Election 31 Section 5.6 ERISA Matters 31 Section 5.7 Regulatory Matters 32 ARTICLE VI CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS Section 6.1 Capital Accounts 33 Section 6.2 Adjustments 33 Section 6.3 Closing Capital Contributions 33 Section 6.4 Additional Capital Contributions 34 Section 6.5 Negative Capital Accounts 36 ARTICLE VII ADDITIONAL TERMS APPLICABLE TO PROFITS INTEREST UNITS Section 7.1 Certain Terms 36 Section 7.2 Inactive Management Members 39 Section 7.3 Tier 2 Management Incentive Plan 39 Section 7.4 Adjustment Events 39 Section 7.5 Treatment of Profits Interest Units; Change in Law 41
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 5.1 Representations, Warranties and Covenants of Members.........12 Section 5.2 Additional Representations and Warranties of Management Members......................................................14
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. (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 Purchaser has received all information requested by such Purchaser in connection with Purchaser's decision to purchase the Securities.
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Each of the Shareholders, severally, hereby represents and warrants to, and covenants and agrees with, the Acquiror, as of the date of the Closing, that:
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. 11 4.8 Tax Status 14 4.9 Lock-Up Period 15 4.10 Restrictive Legends 15 4.11 Fair Disclosure 16 Article V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES 17 5.1 Organization of the Company 17 5.2 Company Capital Structure 18 5.3 Subsidiaries 19 5.4 Authority 19 5.5 No Conflict 20 5.6 Governmental Consents 20 5.7 Company Financial Statements 21 5.8 No Undisclosed Liabilities 21 5.9 Internal Controls 21 5.10 No Changes 22 5.11 Tax Matters 25 5.12 Restrictions on Business Activities 29
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) This Agreement is made by Parent, CryoLife, Buyer, the Company and each of the Company Subsidiaries with such Securityholder in reliance upon such Securityholder’s representations, warranties and covenants made in this Section 4.7.
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 6.1 Representations, Warranties and Covenants of Members 23 Section 6.2 Additional Representations and Warranties of Management Members and Investor Members 25 Section 6.3 Additional Representations and Warranties of Xxxxx Members 25 Section 6.4 Certain Members 26 ARTICLE VII CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS Section 7 1 Capital Accounts 26 Section 7.2 Adjustments 26 Section 7.3 Capital Contributions 27 Section 7.4 Additional Capital Contributions by Xxxxx 27 Section 7.5 Additional Capital Contributions 28 Section 7.6 Negative Capital Accounts 28 ARTICLE VIII ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS Section 8.1 Certain Terms 28 Section 8.2 Effects of Termination of Employment on Override Units 29 Section 8.3 Nontransferability of Awards 32 ARTICLE IX ALLOCATIONS Section 9.1 Book Allocations of Net Profit and Net Loss 32 Section 9.2 Special Book Allocations 32 Section 9.3 Tax Allocations 33 ARTICLE X DISTRIBUTIONS Section 10.1 Distributions Generally 34 Section 10.2 Distributions In Kind 35 Section 10.3 No Withdrawal of Capital 35 Section 10.4 Withholding 35 Section 10.5 Restricted Distributions 36 Section 10.6 Tax Distributions 36 Section 10.7 Benchmark Adjustment 36 Table of Contents (continued) Page ARTICLE XI BOOKS AND RECORDS
