Experience; Certain Risks Sample Clauses

Experience; Certain Risks. KV has substantial experience in evaluating and investing in non-registered securities of publicly traded entities, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. KV hereby acknowledges that: (i) the Shares represent a non-registered equity security in a corporate entity that has a retained deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) the Shares (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) although there presently is a public market with respect to the shares of the Company’s Common Stock, the Shares will not be quoted, traded or listed for trading or quotation on any organized market or quotation system, and there have not been any representations made by the Company or its representatives to KV that the Shares will ever be quoted, traded or listed for trading or quotation on any organized market or quotation system or that there ever will be a public market for the Shares or that there will continue to be a public market with respect to the Common Stock, and (iv) the acquisition of the Shares is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (a) such person or entity may not be able to liquidate its investment in the event of an emergency or otherwise, (b) transferability is limited, and (c) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of its entire investment. KV, which is an “affiliate” of C. Mxxxxxx Xxxxxxx, as that term is defined in Rule 405 promulgated under the Securities Act, has adequate means of providing for its current financial needs and possible contingencies and has no need for liquidity of its investment in the Shares. KV is able to bear the economic risks inherent in an investment in the Shares and can afford to bear the risk of holding the shares for an indefinite p...
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Experience; Certain Risks. Kojaian has substantial experience in evaluating and investing in non-registered securities of publicly traded entities, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. Kojaian hereby acknowledges that: (i) the Shares and the shares of Series A Preferred Stock issuable upon conversion of the $11,000,000 Subordinated Debt represent non-registered equity securities in a corporate entity that has an accumulated deficit; (ii) other than with respect to interest payments with respect to the $11,000,000 Subordinated Debt, no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) the Securities subscribed for under this Agreement, including but not limited to, the shares of Series A Preferred Stock issuable upon conversion of the $11,000,000 Subordinated Debt (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) although there presently is a public market with respect to the Shares, the $11,000,000 Convertible Debt and the Series A Preferred Stock issuable upon conversion of the $11,000,000 Convertible Debt are not quoted, traded or listed for trading or quotation on any organized market or quotation system, and there have not been any representations made by the Company to Kojaian that the $11,000,000 Convertible Debt or the Series A Preferred Stock issuable upon conversion of the $11,000,000 Subordinated Debt will ever be quoted, traded or listed for trading or quotation on any organized market or quotation system or that there ever will be a public market for the $11,000,000 Convertible Debt or the Series A Preferred Stock or that there will continue to be a public market with respect to the Shares, and (iv) the purchase of the Securities is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (a) such person or entity may not be able to liquidate its investment in the event of an ...
Sample 1
Experience; Certain Risks. 14 3.2 Accredited Investor or Business and Financial Experience................ 15 3.3 Investment.............................................................. 15 3.4 Rule 144................................................................ 16 3.5
Sample 1
Experience; Certain Risks. Investor has substantial experience ------------------------- in evaluating and investing in private placement transactions of securities in companies similar to the Company, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. Investor is aware that: (i) the Preferred Stock, and the shares of Common Stock issuable upon the conversion of the Series B Preferred Stock, represents equity securities in a private corporate entity that has an accumulated deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof;
Sample 1

Related to Experience; Certain Risks

  • Insurance Certificate The Lender shall have received an insurance certificate in accordance with the provisions of Section 6.1.8 (Insurance).

  • FINANCIAL IMPLICATIONS There are no budget implications. The applicant will be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this proposed development agreement. The administration of the proposed development agreement can be carried out within the approved 2019- 2020 budget and with existing resources.

  • Experience of the Purchaser The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters 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. The 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.

  • Compliance Certification From time to time the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under the 1940 Act.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the financial condition of the Company and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods covered thereby (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, consistently applied (other than as set forth therein), except, in the case of the quarterly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material). (b) After giving effect to the Transactions, since September 30, 2003 (as disclosed in the Company's Quarterly Report on Form 10-Q for such quarter), there has been no Material Adverse Change. (c) On and as of the Closing Date, after giving effect to the Transactions and to all Indebtedness being incurred or assumed in connection therewith, and Liens created by each party in connection therewith, (x) the sum of the assets, at a fair valuation, of each of the Company and its Subsidiaries taken as a whole and the Company and the Subsidiary Guarantors taken as a whole (each of the foregoing, a "SOLVENT ENTITY") will exceed its debts; (y) each Solvent Entity has not incurred and does not intend to incur, nor believes that it will incur, debts beyond its ability to pay such debts as such debts mature; and (z) each Solvent Entity will have sufficient capital with which to conduct its business. For purposes of this Section 4.5(c), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured.

  • Evaluation of Risks The Investor has such knowledge and experience in financial tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk.

  • Compliance Certificate; Statements as to Defaults The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof. In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.

  • Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.

  • Insurance Certificates Except for California workers’ compensation insurance, Contractor’s certificate of liability documentation shall include Form CG 20 10 11 85 or equivalent naming District as an additional insured on all insurance policies hereunder and shall furnish a thirty (30)-day written notice prior to coverage reduction or cancellation. Each additional insured endorsement shall include a “primary insurance clause” stating to the effect that “the insurance afforded by this policy for the benefit of the additional insured shall be primary insurance, and any insurance maintained by the additional insured shall be excess and non-contributory with the insurance provided hereunder.” The coverage provided to the additional insured shall be at least as broad as the coverage provided to Contractor and shall not contain any additional exclusionary language or limitations applicable only to the additional insured.

  • to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:

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