Common use of Experience; Investment Clause in Contracts

Experience; Investment. Each Shareholder has such knowledge and experience in financial and business matters as to enable such Shareholder (i) to utilize the information made available to it and him in connection with the transactions contemplated by this Agreement and the other Merger Agreements, (ii) to evaluate the merits and risks associated with the acquisition of the Parent Common Stock, and (iii) to make an informed decision with respect thereto. The business and financial experience of each Shareholder is such that Parent and Merger Sub could reasonably assume such persons have the capacity to protect their own interests in connection with the offer, sale and issuance of the Parent Common Stock. Each Shareholder is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Parent Common Stock and acknowledges that an investment in the Parent Common Stock involves a high degree of risk, including a possible total loss of investment, and the purchase price of the Parent Common Stock may not be indicative of the future value of the securities. Except as disclosed on Schedule 4.38, each Shareholder represents that because of one or more of the following criteria, such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the SEC under the Securities Act, by reason of: (1) such person is a natural person who has a net worth or joint net worth with the person's spouse exceeding $1,000,000 at the time of purchase; (2) such person is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (3) such person is a corporation, partnership or trust with total assets in excess of $5,000,000; or (4) all of such person's shareholders, partners or members, as the case may be, participating in the investment in the Parent, are "accredited investors." Company and each Shareholder understand that the officers, directors, attorneys and other advisors of Parent and Merger Sub will rely upon the representations and warranties made by Company and the Shareholders in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Laws.

Experience; Investment. Each Shareholder has such knowledge and experience in financial and business matters as to enable such Shareholder (ia) to utilize the information made available to it and him in connection with the transactions contemplated by this Agreement and the other Merger Purchase Agreements, (iib) to evaluate the merits and risks associated with the acquisition of the Parent Common Stock and Preferred Stock, and (iiic) to make an informed decision with respect thereto. The Each Shareholder's business and financial experience of each Shareholder is such that Parent and Merger Sub Purchaser could reasonably assume such persons have Shareholder has the capacity to protect their his own interests in connection with the offer, sale and issuance of the Parent Common Stock. Each Shareholder is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Parent Common Stock and Preferred Stock and acknowledges that an investment in the Parent Common Stock and Preferred Stock involves a high degree of risk, including a possible total loss of investment, and the purchase price of the Parent Common Stock and Preferred Stock may not be indicative of the future value of the securities. Except as disclosed on Schedule 4.38, each Each Shareholder represents that because of one or more of the following criteria, such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the SEC Securities and Exchange Commission ("SEC") under the Securities Act, by reason of: (1a) such person the Shareholder is a natural person who has a net worth or joint net worth with the personShareholder's spouse exceeding $1,000,000 at the time of purchase; (2b) such person the Shareholder is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (3c) such person the Shareholder is a corporation, partnership or trust with total assets in excess of $5,000,000; or (4d) all of such personthe Shareholder's shareholders, partners or members, as the case may be, participating in the investment in the Parent, are "accredited investors." Company and each Each Shareholder understand understands that the officers, directors, attorneys and other advisors of Parent and Merger Sub Purchaser will rely upon the representations and warranties made by Company and the such Shareholders in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities LawsAct and applicable state securities laws.

Experience; Investment. Each Such Shareholder has such knowledge and experience in financial and business matters as to enable such Shareholder (ia) to utilize the information made available to it and him such Shareholder in connection with the transactions contemplated by this Agreement and the other Merger Purchase Agreements, (iib) to evaluate the merits and risks associated with the acquisition of the Parent Common StockMerger Consideration pursuant hereto, and (iiic) to make an informed decision with respect thereto. The Such Shareholder's business and financial experience of each Shareholder is such that Parent and Merger Sub Purchaser could reasonably assume such persons have Shareholder has the capacity to protect their its own interests in connection with the offer, sale and issuance of the Parent Common StockMerger Consideration. Each Such Shareholder (i) is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Parent Purchaser Common Stock Stock, and (ii) acknowledges that an investment in the Parent Purchaser Common Stock involves a high degree of risk, including a possible total loss of investment, and that the purchase price of the Parent Common Stock Merger Consideration may not be indicative of the future value of the securities. Except as disclosed Unless otherwise specified on Company Disclosure Schedule 4.383.1(d), each such Shareholder represents that because of one or more of the following criteria, such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the SEC Commission under the Securities Act, by reason of: (1i) such person the Shareholder is a natural person who has a net worth or joint net worth with the personShareholder's spouse exceeding $1,000,000 at the time of purchase; (2ii) such person the Shareholder is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (3iii) such person the Shareholder is a corporation, partnership or trust with total assets in excess of $5,000,000; or (4iv) all of such personthe Shareholder's shareholders, partners or members, as the case may be, participating in the investment in the Parent, are "accredited investors." Company and each ". Such Shareholder understand understands that the officers, directors, attorneys and other advisors of Parent and Merger Sub Purchaser will rely upon the representations and warranties made by Company and the Shareholders such Shareholder in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Laws.

Experience; Investment. Each Shareholder has such knowledge and ---------------------- experience in financial and business matters as to enable such Shareholder (ia) to utilize the information made available to it and him in connection with the transactions contemplated by this Agreement and the other Merger Purchase Agreements, (iib) to evaluate the merits and risks associated with the acquisition of the Parent InterCept Common StockStock pursuant hereto, and (iiic) to make an informed decision with respect thereto. The Each Shareholder's business and financial experience of each Shareholder is such that Parent InterCept and Merger Sub Purchaser could reasonably assume such persons have Shareholder has the capacity to protect their his own interests in connection with the offer, sale and issuance of the Parent InterCept Common Stock. Each Shareholder is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Parent InterCept Common Stock and acknowledges that an investment in the Parent InterCept Common Stock involves a high degree of risk, including a possible total loss of investment, and the purchase price of the Parent InterCept Common Stock may not be indicative of the future value of the securities. Except as disclosed on Schedule 4.38, each Each Shareholder represents that because of one or more of the following criteria, such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the SEC Commission under the Securities Act, by reason of: (1a) such person the Shareholder is a natural person who has a net worth or joint net worth with the personShareholder's spouse exceeding $1,000,000 at the time of purchase; (2b) such person the Shareholder is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (3c) such person the Shareholder is a corporation, partnership or trust with total assets in excess of $5,000,000; or (4d) all of such personthe Shareholder's shareholders, partners or members, as the case may be, participating in the investment in the ParentCompany, are "accredited investors." Company and each ". Each Shareholder understand understands that the officers, directors, attorneys and other advisors of Parent InterCept and Merger Sub Purchaser will rely upon the representations and warranties made by Company and the such Shareholders in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities LawsAct and applicable state securities laws.