GRANTEE’S REPRESENTATIONS AND WARRANTIES. In connection with the grant of the Units hereunder, the Grantee hereby represents and warrants to the Company that:
(a) The Grantee is acquiring the Units hereunder for the Grantee’s own account with the present intention of holding such securities for investment purposes and that the Grantee has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. The Grantee acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to the Grantee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on the Grantee’s representations and agreements contained herein.
(b) The Grantee acknowledges that the Units are subject to the terms and provisions of the LLC Agreement, and acknowledges and consents to be bound by such terms and provisions with respect to the Units, including, without limitation, the applicable provisions set forth in Article III (including the call rights), Article VIII (including the restrictions on transfers), and Article X (including the take-along rights) of the LLC Agreement.
(c) The Grantee is not entitled to any preemptive rights set forth in Article XII of the LLC Agreement.
(d) The Grantee is employed by or otherwise provides services to or for the benefit of the Company.
(e) The Grantee has had an opportunity to ask the Company and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by the Grantee hereunder and has had full access to such other information concerning the Company as the Grantee may have requested in making the Grantee’s decision to acquire the Units being issued hereunder.
(f) The Grantee will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by the Grantee or subsequent holders of Units will be in compliance with the provisions of this Agreement, the Plan and the LLC Agreement.
(g) The Grantee has all requisite legal capacity to carry out the transactions contemplated by this Agreement, the Pl...
GRANTEE’S REPRESENTATIONS AND WARRANTIES. Grantee represents and warrants that:
(a) such Grantee has not and will not, directly or indirectly, Transfer any Award Shares except in accordance with the terms of this Agreement;
(b) such Grantee has, or such Grantee together with such Grantee’s advisors, if any, have such knowledge and experience in financial, business and tax matters that such Grantee is, or such Grantee together with such Grantee’s advisors, if any, are capable of evaluating the merits and risks relating to such Grantee’s investment in the Award Shares and making an investment decision with respect to the Company;
(c) such Grantee 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 such Grantee’s investment in the Award Shares; and
(d) such Grantee realizes that there are substantial risks incident to an investment in the Award Shares.
GRANTEE’S REPRESENTATIONS AND WARRANTIES. Grantee represents and warrants to Grantor as follows:
GRANTEE’S REPRESENTATIONS AND WARRANTIES. Grantee hereby represents and warrants to issuer as follows:
GRANTEE’S REPRESENTATIONS AND WARRANTIES. Subject to the provisions of this Article 6, Grantee represents and warrants to Grantor as follows:
GRANTEE’S REPRESENTATIONS AND WARRANTIES. The Grantee represents and warrants to the State that: eco-Kinetics Pty Ltd Regional Queensland Investment Incentives Scheme Agreement 20
a) it has full power and authority to enter into and perform its obligations under this Agreement;
b) it has taken all necessary action to authorise the execution, delivery and the performance of the Agreement;
c) this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms;
GRANTEE’S REPRESENTATIONS AND WARRANTIES. (a) Grantee has examined all of the provisions of this Franchise Agreement and agrees to all of the provisions of this Franchise Agreement, as it exists as of the effective date of the Grantee’s Franchise Agreement except:
(b) Grantee recognizes, unless otherwise agreed herein the right of the County to adopt such additional regulations of general applicability, as it shall find necessary in the exercise of its police power.
GRANTEE’S REPRESENTATIONS AND WARRANTIES. This Agreement is made with Grantee in reliance upon his representations and warranties to the Company as set forth herein, which by his acceptance of this Agreement he confirms.
(a) The Units are or will be acquired for investment for an indefinite period for Grantee's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and Grantee has no present intention of selling, granting participation in, or otherwise distributing the same. By executing this Agreement, Grantee further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations, to such person or to any third person, with respect to any of the Units.
(b) Grantee understands that the Units have not been registered under the Securities Act of 1933, as amended (the "Act"), on the grounds that the transactions provided for in this Agreement are exempt from the registration requirements of the Act, and that the Company's reliance on such exemption is predicated on Grantee's representations set forth herein.
(c) Grantee acknowledges that he understands that any sale of the securities that might be made by Grantee in reliance upon Rule 144 under the Act may be made only in limited amounts in accordance with the terms and conditions of that rule and that Grantee may not be able to sell the Units at the time or in the amount Grantee so desires. Grantee is familiar with Rule 144 and understands that the Units constitute "restricted securities" within the meaning of that Rule.
(d) In connection with the investment representations made herein Grantee represents that he is able to fend for himself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment and has been furnished with and has had access to such information as he has requested and deem appropriate to his investment decision.
(e) Grantee agrees that in no event will he make a disposition of any of the Units unless and until (a) he has notified the Company of the proposed disposition and has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) he has furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will n...
GRANTEE’S REPRESENTATIONS AND WARRANTIES. Subject to the provisions of this Article 6, Grantee represents and warrants to Grantor as of the date of this Agreement and as of Closing (except as otherwise limited herein) that:
GRANTEE’S REPRESENTATIONS AND WARRANTIES. The Grantee represents and warrants to the Minister that:
4.1 it is qualified to meet its obligations under this Agreement;
4.2 in any dealings with the Minister, the Grantee has not provided any false, misleading or incorrect information;
4.3 it is Solvent and not under any form of Insolvency Administration;
4.4 it is registered under the A New Tax System (Australian Business Number) Xxx 0000 (Cth), and that the ABN shown in Item 6 of Schedule 1 is the Grantee’s ABN; and
4.5 it acknowledges that the representations and warranties made in this Clause have induced the Minister to agree to make the Funds available to the Grantee.
