reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH
PURCHASER HEREBY, AS TO ITSELF ONLY AND FOR NO OTHER PURCHASER, REPRESENTS AND
WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
THE PURCHASE BY SUCH PURCHASER OF THE
SHARES, THE ADDITIONAL INVESTMENT RIGHTS AND THE WARRANTS HEREUNDER HAS BEEN
DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH PURCHASER.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH PURCHASER AND CONSTITUTES
THE VALID AND BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS.
(B)
INVESTMENT INTENT.
SUCH PURCHASER IS ACQUIRING THE
SECURITIES FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF. NOTWITHSTANDING
ANYTHING IN THIS SECTION 3.2(B) TO THE CONTRARY, THE FOREGOING REPRESENTATION,
IS WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S RIGHT, SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO SELL OR OTHERWISE DISPOSE OF ALL
OR ANY PART OF SUCH SECURITIES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM SUCH REGISTRATION AND IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY SUCH PURCHASER TO HOLD
SECURITIES FOR ANY PERIOD OF TIME.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED
THE SHARES, THE ADDITIONAL INVESTMENT RIGHTS AND THE WARRANTS, IT WAS, AND AT
THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER
THE SECURITIES ACT. IN THE NORMAL COURSE OF ITS BUSINESS, IT INVESTS IN OR
PURCHASES SECURITIES SIMILAR TO THE SECURITIES AND IT HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF PURCHASING THE SECURITIES.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE
OR TOGETHER WITH ITS REPRESENTATIVES HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS
12
SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE
INVESTMENT IN THE SECURITIES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
INVESTMENT.
SUCH PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF
SUCH INVESTMENT.
(E)
INFORMATION. SUCH PURCHASER HAS BEEN FURNISHED ALL
MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND
ITS SUBSIDIARIES AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SECURITIES
THAT HAVE BEEN REQUESTED BY THE PURCHASER. SUCH PURCHASER HAS BEEN AFFORDED THE
OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY AND