|HRG GROUP, INC. filed this Form SC 13D/A on 10/26/2016|
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Sellers as follows:
3.1 Organization; Authority. The Purchaser has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All acts or proceedings required to be taken by the Purchaser to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder have been properly taken. No additional proceedings or approvals on the part of the Purchaser or any of its Affiliates are necessary to authorize the execution and delivery of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby.
3.2 Enforceability. This Agreement has been duly authorized, executed and delivered by the Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by the Sellers, this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as the same may be limited by the Bankruptcy and Equity Exceptions.
3.3 No Violation; Consents and Approvals. The execution, delivery and performance of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement, do not and will not (a) violate, or conflict with, any provision of the organizational documents of the Purchaser, (b) violate any law applicable to, binding upon or enforceable against the Purchaser, (c) violate, conflict, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contract or agreement to which the Purchaser is a party or any order or judgment of any Governmental Authority or arbitrator, or (d) require any notice to, declaration, filing or registration with, approvals or consents of, or assignments by, any Governmental Authority, other than filings required to be made under the Exchange Act; except, in the case of (b) and (c) of the foregoing, for any such violation, conflict, breach or default which would not have a material adverse effect on such Seller and its subsidiaries, taken as a whole.
3.4 No Brokers. The Purchaser has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby for which any of the Sellers or the Issuer is or would be obligated to pay.
3.5 Investment Intent. The Purchaser understands that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Shares are being transferred in reliance on an exemption under the Securities Act, (b) the Shares were not offered or sold to the Purchaser by any form of general solicitation or general advertising, (c) the Shares may not be sold or otherwise disposed of except pursuant to an effective registration statement or pursuant to a duly available exemption from such registration requirements and (d) the purchase of the Shares by the Purchaser is not part of a plan or scheme on the part of the Purchaser to evade the registration requirements of the Securities Act. The Purchaser is (i) an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) experienced, sophisticated and knowledgeable in the trading of securities of a type comparable to the Shares, (iii) acquiring the Shares for its own account, for investment purposes and not with a view towards resale or distribution thereof and (iv) aware that it must bear the risk of an investment in the Shares and is able to bear such risk. Notwithstanding the generality of the foregoing, the Purchaser acknowledges that it (w) has been provided with the opportunity to conduct due diligence in connection with the transactions contemplated by this Agreement and also has adequate information concerning the Shares to make an informed decision regarding the sale and purchase contemplated by this Agreement, (x) is able to bear the economic risk associated with the sale or purchase of the Shares, (y) has such knowledge and experience, and has undertaken transactions regarding investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the sale or purchase of securities of the type contemplated herein, and (z) has independently and without reliance upon the other Parties, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Purchaser has relied upon the representations, warranties, acknowledgments and covenants of the Sellers expressly provided in this Agreement. The Purchaser acknowledges that the Sellers have not given the Purchaser any investment or tax advice, credit information or opinion on whether the sale of the Shares is prudent.
3.6 Exclusivity of Representations, Warranties & Acknowledgments. The representations, warranties and acknowledgments made by the Purchaser in this Agreement are the exclusive representations and warranties made by the Purchaser. The Purchaser hereby disclaims any other express or implied representations or warranties.
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