Further Representations and Acknowledgements Clause Samples
The 'Further Representations and Acknowledgements' clause requires the parties to confirm additional facts, understandings, or disclosures beyond those already stated elsewhere in the agreement. This may include affirming that each party has had the opportunity to seek independent legal advice, that they are not relying on any statements outside the contract, or that they understand the risks involved. By including these further representations, the clause helps to clarify the parties' intentions and understanding, reducing the likelihood of future disputes over misunderstandings or undisclosed information.
Further Representations and Acknowledgements. The Investor further represents and acknowledges that:
(i) The Investor is not a “U.S. Person” as that term is defined in Regulation S.
(ii) The Investor is located outside the United States.
(iii) The Investor is not aware of any advertisement of any of the Note to be issued hereunder.
(iv) The Investor will not acquire the Note as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of the Note which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Note; provided, however, that the Investor may sell or otherwise dispose of the Note pursuant to registration under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein.
(v) The Investor agrees that the Company will refuse to register any transfer of the Note not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state securities laws.
(vi) The Investor understands and agrees that offers and sales of any Note prior to the expiration of a period of one year after the date of transfer of the Note (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with all applicable securities laws.