Relation of Parties It is the intention of Landlord and Tenant to hereby create the relationship of landlord and tenant, and no other relationship whatsoever is hereby created. Nothing in this Lease shall be construed to make Landlord and Tenant partners or joint venturers or to render either party hereto liable for any obligation of the other.
Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.
Accredited Investor Status or Investment Limits Subscriber represents that either:
(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
Limitation on Status as Investment Company Neither the Company nor any of its Subsidiaries shall become an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or otherwise become subject to regulation under the Investment Company Act.
Suitability of Investment (a) Buyer is acquiring the Buyer Shares for its own account, for investment purposes only and not with a view to the resale or distribution thereof;
(b) Buyer has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer Shares, except in accordance with applicable federal and state securities laws;
(c) AT&T has such knowledge and experience in financial, business and tax matters that AT&T is capable, on Buyer's behalf, of evaluating the merits and risks relating to Buyer's investment in the Buyer Shares and making an investment decision with respect to the Company;
(d) To the full satisfaction of AT&T, AT&T, on Buyer's behalf, has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer Shares;
(e) Neither AT&T nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act;
(f) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares and it has determined the Buyer Shares are a suitable investment for Buyer and that Buyer is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company;
(g) AT&T is aware that there are substantial risks incident to an investment in the Buyer Shares; and
(h) Buyer will be an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investment. If Buyer is subject to ERISA, and is acquiring the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.
Designation of Subsidiaries as Account Parties Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s Reimbursement Obligations hereunder with respect to such Letter of Credit.
Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.
Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.
The Investment The Investors intend to subscribe for and purchase from the Company, and the Company intends to issue and sell to the Investors, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are common shares, par value $0.0001, of the Company (“Common Shares”).
Subsidiaries and Equity Investments (a) Section 4.4 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx Fargo; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities.
(b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter.
(c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.
