Apple 1997 Annual Report Download - page 171

outstanding against the Company or any of its subsidiaries having, or which, could reasonably be expected to have, any such effect.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
4.1 ORGANIZATION. The Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of
Washington, with all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as now being
conducted.
4.2 AUTHORITY. All corporate action on the part for the Purchaser necessary of the authorization, execution, delivery and performance of this
Agreement, the Registration Rights Agreement, the Patent Cross License Agreement and the Technology Agreement by the Purchaser has been
taken. This Agreement, the Registration Rights Agreement, the Patent Cross License Agreement and the Technology Agreement have been
duly executed and delivered by the Purchaser and constitute legal, valid and binding obligations of the Purchaser, enforceable in accordance
with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy as they may apply to Section 4
of the Registration Rights Agreement. The execution and delivery of said Agreements do not, and the consummation of the transactions
contemplated hereby and thereby will not, conflict with or result in any violation of any obligation under any provision of the Articles of
Incorporation or By-laws of the Purchaser or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the
Purchaser.
4.3 INVESTMENT. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
4.4 DISCLOSURE OF INFORMATION. The Purchaser has had full access to all information it considers necessary or appropriate to make an
informed investment decision with respect to the Shares to be purchased by the Purchaser under this Agreement. The Purchaser further has had
an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to
obtain additional information necessary to verify any information furnished to the Purchaser or to which the Purchaser had access.
4.5 INVESTMENT EXPERIENCE. The Purchaser understands that the purchase of the Shares involves substantial risk. The Purchaser has
experience as an investor in securities of companies and
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