Common use of CREDITOR'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

CREDITOR'S REPRESENTATIONS AND WARRANTIES. The Creditor hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) The Creditor is acquiring the Shares for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no person other than those set forth on Schedule A has a direct or indirect beneficial interest in such Shares. (b) The Creditor acknowledges its understanding that the offering and sale of the Shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and the provisions of Regulation D thereunder. (c) The Creditor has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Creditor has made an independent investigation of the Company’s business, been provided an opportunity to obtain additional information concerning the Company it deems necessary to make an investment decision and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (f) The execution and performance of this Agreement has been duly authorized by all requisite corporate action by Creditor and the person signing this Agreement on behalf of Creditor has been duly authorized by such entity to do so. (g) The foregoing representations, warranties and agreements shall survive the delivery of the Shares under the Agreement.

CREDITOR'S REPRESENTATIONS AND WARRANTIES. The Creditor hereby acknowledges, represents and warrants to, and agrees with with, the Company as follows: (a) The Creditor is acquiring the Shares Securities for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person other than those set forth on Schedule A has a direct or indirect beneficial interest in such SharesSecurities. (b) The Creditor acknowledges its understanding that the offering and sale issuance of the Shares Securities is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and the provisions of Regulation D thereunder. (c) The Creditor has the financial ability to bear the economic risk of its his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).) or is not a U.S. Person as defined under Regulation S. (e) The Creditor has made an independent investigation of the Company’s business, been provided an opportunity to obtain additional information concerning the Company it Creditor deems necessary to make an investment decision and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (f) The execution Creditor represents, warrants and performance agrees that it will not sell or otherwise transfer the Securities unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that it must bear the economic risk of this Agreement has its purchase for an indefinite period of time because, among other reasons, the Securities or underlying securities have not been duly authorized registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Creditor also understands that the Company is under no obligation to register the Securities on his behalf or to assist the Creditor in complying with any exemption from registration under the Act. The Creditor further understands that sales or transfers of the Securities or underlying securities are restricted by all requisite corporate action by Creditor and the person signing this Agreement on behalf provisions of Creditor has been duly authorized by such entity to do sostate securities laws. (g) The Creditor has not transferred or assigned an interest in the Obligations to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the Shares Securities under the this Agreement.

CREDITOR'S REPRESENTATIONS AND WARRANTIES. The Each Creditor hereby acknowledges, represents and warrants to, and agrees with with, the Company (severally and not jointly) as follows: (a) The Creditor is acquiring the Shares Securities for its Creditor’s own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person other than those set forth on Schedule A has a direct or indirect beneficial interest in such SharesSecurities. (b) The Creditor acknowledges its understanding that the offering and sale issuance of the Shares Securities is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and the provisions of Regulation D thereunder. (c) The Creditor has the financial ability to bear the economic risk of its his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).) or is not a U.S. Person as defined under Regulation S. (e) The Creditor has made an independent investigation of the Company’s business, been provided an opportunity to obtain additional information concerning the Company it Creditor deems necessary to make an investment decision and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (f) The execution Creditor represents, warrants and performance agrees that Creditor will not sell or otherwise transfer the Securities unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Creditor must bear the economic risk of this Agreement has his purchase for an indefinite period of time because, among other reasons, the Securities or underlying securities have not been duly authorized registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Creditor also understands that the Company is under no obligation to register the Securities on his behalf or to assist the Creditor in complying with any exemption from registration under the Act. The Creditor further understands that sales or transfers of the Securities or underlying securities are restricted by all requisite corporate action by Creditor and the person signing this Agreement on behalf provisions of Creditor has been duly authorized by such entity to do sostate securities laws. (g) The Creditor has not transferred or assigned an interest in the Obligations to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the Shares Securities under the this Agreement.