Representations and Warranties by the Purchasers. Each Purchaser hereby represents and warrants to Company as follows:
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that:
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, to the Company that (a) such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (b) such Purchaser is acquiring the Shares for such Purchaser’s own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of such Purchaser; (d) such Purchaser has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby and (e) such Purchaser has sufficient knowledge and experience in finance and business that he, she or it is capable of evaluating the risks and merits of his, her or its investment in the Company and such Purchaser is able financially to bear the risks thereof. The acquisition by each Purchaser of the Shares acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser as at the date of such acquisition. Each Note and Warrant Holder represents and warrants severally, but not jointly, to the Company that, such Note and Warrant Holder owns the Note(s) and Warrant(s) set forth opposite such Note and Warrant Holder’s name on Schedule A free and clear of all mortgages, liens, pledges, claims and encumbrances. Each of the Purchasers further represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Series B Preferred Stock shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED...
Representations and Warranties by the Purchasers. Each of the Purchasers jointly and severally represents, warrants and covenants to the Sellers as follows:
Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants to the Company severally, but not jointly (except that the representations and warranties of ODC are hereby made jointly and severally by Aspen and Atlantis as to such two parties), as follows:
Representations and Warranties by the Purchasers. The Purchasers make the following representations and warranties that constitute an essential reason for the consent of the Sellers and a fundamental element of the different obligations set down herein:
Representations and Warranties by the Purchasers any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) such Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (e) such Purchaser has the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by each Purchaser of the Preferred Shares acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser as at the date of such acquisition. Each of the Purchasers further represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS."
Representations and Warranties by the Purchasers. 10 6.1 Representations and Warranties of the Purchasers......................... 10 6.2 Additional Representations and Warranties of the Regulation S Purchasers. 11 ARTICLE 7
Representations and Warranties by the Purchasers. Each of the Purchasers, severally and not jointly, represents, and warrants to, and covenants with, the Company as follows:
Representations and Warranties by the Purchasers. 8 3.1 Investment Intent; Authority. 8 3.2 No Breach; Consents. 8 3.3 Securities Not Registered. 8 3.4 No Transfer. 9 3.5 Accredited Investor. 9 3.6 Access to Information. 9 3.7 Knowledge and Experience. 9 3.8 Brokerage. 9 4. Payment of the Notes. 9
