Agreements of Purchaser Sample Clauses

Agreements of Purchaser. (a) The Purchaser will not commingle any of its assets with those of the Seller or the ultimate parent of the Purchaser. (b) The Purchaser will maintain separate corporate records and books of account from those of the Seller or the ultimate parent of the Purchaser. (c) The Purchaser will conduct its business from an office separate from the Seller or the ultimate parent of the Purchaser.

Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us and based on the financial statements referred to in the Credit Agreement and such other documents and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Agreement. You also acknowledge that you will, independently and without reliance upon us and based on such documents and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Agreement.

Agreements of Purchaser. Participant acknowledges that it has, independently and without reliance upon Grantor and based on the financial statements referred to in each of the Credit Agreements and such other documents and information as Participant has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Participant acknowledges that it will, independently and without reliance upon Grantor and based on such documents and information as Participant shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Participant further acknowledges that except as expressly set forth in this Agreement, Grantor and its respective directors, officers, employees, representatives and controlling persons, make no representation or warranty to Participant, express or implied, with respect to the Borrowers or the accuracy, completeness or adequacy of the information disclosed by Grantor, or of any other information relating to the Borrowers, nor shall any of the foregoing persons be liable for any loss or damages of any kind suffered or incurred by Participant resulting from the use of any such information provided to Participant or otherwise reviewed and/or utilized by Participant.

Agreements of Purchaser. 16 Section 6.15 Counterparts..................................16 Exhibits Form of First-Tier Assignment ....................................Exhibit A Schedule of Receivables ..........................................Exhibit B Schedules

Agreements of Purchaser. You covenant and agree with the Company that: (a) You will not offer, sell, assign, hypothecate or otherwise transfer the Convertible Note except (i) pursuant to an effective registration statement under the Securities Act of 1933 (the "Act"), (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in offshore transactions within the meaning and meeting the requirements of Rule 903 under the Act. (b) You will not offer, sell, assign, hypothecate or otherwise transfer any Shares issued upon conversion of the Convertible Note except (i) pursuant to an effective registration statement under the Act; (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in an offshore transaction within the meaning and meeting the requirements of Rule 903 under the Act. (c) You are an "accredited investor" within the meaning of Rule 501 under the Act. (d) You will not, in hedging transactions effected in connection with your purchase and holding of the Convertible Note, effect sales of Common Stock (other than "blocks" of Common Stock, as defined in Rule 10b-18 under the Securities Exchange Act of 1934) in an amount that exceeds, for any trading day, 25% of the "trading volume" of the Common Stock (as defined in Rule 10b-18).

Agreements of Purchaser. You covenant and agree with (and in the case of Section 4(c) represent and warrant to) the Company that: (a) You will not offer, sell, assign, hypothecate or otherwise transfer the Convertible Notes except in compliance with applicable state securities laws and (i) pursuant to an effective registration statement under the Securities Act of 1933 (the "Act"), (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in offshore transactions within the meaning and meeting the requirements of Rule 903 under the Act. The Company may require, as a condition to any transfer pursuant to clause (ii) of this Section 4(a) and to any subsequent transfer by the transferee, an opinion of counsel reasonably satisfactory to the Company that such transfer is exempt from the registration requirements of the Act; provided that this sentence shall not apply to any transfer of Convertible Notes to _______________ or any of its affiliates. (b) You will not offer, sell, assign, hypothecate or otherwise transfer any Shares issued upon conversion, repurchase or payment of the Convertible Notes or pursuant to this Agreement except in compliance with applicable state securities laws and (i) pursuant to an effective registration statement under the Act; (ii) to a person you reasonably believe to be an "accredited investor" within the meaning of Rule 501 under the Act, pursuant to an available exemption under the Act or (iii) in an offshore transaction within the meaning and meeting the requirements of Rule 903 under the Act. The Company may require, as a condition to any transfer pursuant to clause (ii) of this Section 4(b) and to any subsequent transfer by the transferee, an opinion of counsel reasonably satisfactory to the Company that such transfer is exempt from the registration requirements of the Act; provided that this sentence shall not apply to any transfer of Shares to _______________ or any of its affiliates. (c) You are an "accredited investor" within the meaning of Rule 501 under the Act.

Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us, and based on your review of the NPA and such other financial statements, documents, and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Participation Agreement. You also acknowledge that you will, independently and without reliance upon us, and based on such financial statements, documents, and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Participation Agreement. You acknowledge that we have advised you that your interest in these transactions and your rights under the NPA and its related documents may not be the same from your Participation as they would be if you had executed such documents as a party. You acknowledge that we may, in our sole discretion, assign or sell other participations with respect to our Note or Notes. You agree to accept any Conversion Shares or securities issued in lieu thereof subject to the terms and restrictions set forth in the NPA and such other restrictions as may apply to us with respect to our Conversion Shares.

Agreements of Purchaser. Purchaser represents and warrants to Seller:

Agreements of Purchaser. Section 5.1

Agreements of Purchaser. Purchaser agrees with the Corporation as follows: