Information Concerning the Issuer Clause Samples
Information Concerning the Issuer. The Subscriber has not been provided with any material non-public information concerning the Issuer, except as the terms and conditions of the transactions contemplated by this Agreement may constitute such information. The Reports contain all material information relating to the Issuer and its operations and financial condition as of their respective dates which is required to be disclosed therein. Since the date of the financial statements included in the Reports, there has been no event or occurrence that may have or result in a Material Adverse Effect relating to the Issuer’s business, operations, financial condition, property or prospects. Neither the Reports nor any information disclosed to the Subscriber contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer’s representations and warranties set forth herein are true and correct. The Issuer understands and confirms that the Subscriber will rely on such representations and warranties in effecting transactions in the Securities.
Information Concerning the Issuer. (i) Investor has received, reviewed, and understands all of the Offering Documents. Without in any way limiting the foregoing, Investor specifically acknowledges receiving, reviewing, and understanding the Reg D Offering Memorandum.
(ii) Investor has not been furnished and is not relying upon any offering literature regarding the Issuer or the Securities other than the Offering Documents.
(iii) Investor acknowledges and agrees that the Offering Documents speak as of the date first indicated in this Subscription Agreement (unless an earlier date is provided in any Offering Document, in which case the applicable Offering Document speaks as of the earlier date), that neither the delivery of the Securities nor any eventual sale of the Securities shall, under any circumstances, imply that the information contained in the Offering Documents is correct as of any future date or that there has been no change in the Issuer’s affairs after the date hereof, that nothing contained herein is, or should be relied upon as, a promise or representation as to future performance, and that the Issuer does not undertake any obligation to update or revise the Offering Documents.
(iv) Investor acknowledges and agrees that certain of the information contained in the Offering Documents concerning proformas, projections, expected expenses, trends, co-founder backgrounds or other matters made available to the Investor include information based upon or derived from estimates and information provided by other industry sources that the Issuer has not independently verified and the Issuer cannot assure the accuracy of any data obtained by or from these sources. Investor acknowledges that the Reg D Offering Memorandum is current as of June 18, 2024.
(v) Investor acknowledges that the Offering Documents include forward- looking statements identified by the use of forward-looking terminology such as “believes,” “estimates,” “projects,” “expects,” “may,” “intends,” “will,” “should,” or “anticipates” or the negative thereof or similar terminology. These statements appear in a number of places in the Offering Documents and may include statements regarding the Issuer’s intent, belief, or current expectations with respect to, among other things: financial projections regarding the Issuer’s future financial performance and condition (if applicable), trends affecting the Issuer’s financial condition and results of operations, and the Issuer’s business and growth strategies. Forward-looking stateme...
Information Concerning the Issuer. (a) Pledgor represents and warrants to Lender that it is affiliated with each entity constituting Issuer or is otherwise in a position to have access to all relevant information bearing on the present and continuing creditworthiness of each issuer as an obligor under the Finance Documents and the risk that any Issuer will be unable to pay the Secured Liabilities when due.
(b) Pledgor waives any requirement that Lender advise Pledgor of information known to Lender regarding the financial condition or business of any Issuer, or any other circumstance bearing on the risk of non-performance of the Secured Liabilities.
(c) Pledgor assumes sole responsibility for keeping informed of the financial condition and business of Issuer.
Information Concerning the Issuer. The Pledgor represents and warrants to each Secured Party that it is affiliated with the Issuer and is otherwise in a position to have access to all relevant information bearing on the present and continuing creditworthiness of the Issuer and the risk that the Issuer will be unable to pay the Obligations when due. The Pledgor waives any requirement that any Secured Party advise it of information known to such Secured Party regarding the financial condition or business of the Issuer, or any other circumstance bearing on the risk of non-performance of the Obligations, and the Pledgor assumes sole responsibility for keeping informed of the financial condition and business of the Issuer.
Information Concerning the Issuer. (i) Ligand has received a copy of the Prospectus in pre-filing, draft form, and ▇▇▇▇▇▇ has had access to the Registration Statement and the reports and other information the Issuer has publicly filed with the SEC, and has relied only on the information contained in the Prospectus and the documents incorporated by reference therein in connection with its acquisition of the Shares hereunder.
(ii) The undersigned confirms that it is not relying on any communication (written or oral) of the Issuer, Elutia Med or any of their respective affiliates as investment or tax advice or as a recommendation to acquire the Shares. Ligand confirms that none of the Issuer, Elutia Med or any of their respective affiliates have given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of the acquisition of the Shares. In deciding to acquire the Shares, Ligand is not relying on the advice or recommendations of the Issuer, Elutia Med or their respective affiliates, and Ligand has made its own independent decision regarding such acquisition.
(iii) Ligand understands and accepts that the acquisition of the Shares involves various risks, including the risks outlined in the Prospectus and the documents incorporated by reference therein.
(iv) Ligand understands that no federal or state agency has passed upon the merits or risks of acquisition of the Shares or made any finding or determination concerning the fairness or advisability of this acquisition.
Information Concerning the Issuer. The Parent Guarantor represents and warrants to each Secured Party that the Parent Guarantor is affiliated with the Issuer and is otherwise in a position to have access to all relevant information bearing on the present and continuing creditworthiness of the Issuer and the risk that the Issuer will be unable to pay the Guaranteed Obligations when due. The Parent Guarantor waives any requirement that any Secured Party advise the Parent Guarantor of information known to that Secured Party regarding the financial condition or business of the Issuer, or any other circumstance bearing on the risk of non-performance of the Guaranteed Obligations, and the Parent Guarantor assumes sole responsibility for keeping informed of the financial condition and business of the Issuer.
Information Concerning the Issuer. 1. Corporate Charter (Incorporation documents), date and registration data, jurisdiction where it was incorporated, commercial name if it has one.
2. Directors, Officers and Principal Officers (write their nationality and identification or passport number)