Information Concerning the Issuer Sample Clauses

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.
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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...
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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.
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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.
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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.
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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)
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Related to Information Concerning the Issuer

  • Information Concerning the Company i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares. ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares. iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Shares. The undersigned acknowledges that neither the Company, Wefunder nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's authority or suitability to invest in the Shares. iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares. v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned. vi. The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the Shares, without interest thereon, to the undersigned. vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares or made any finding or determination concerning the fairness or advisability of this investment. viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.

  • Information Concerning Company The Reports contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Other Written Information or in the Schedules hereto, there has been no material adverse change in the Company's business, financial condition or affairs not disclosed in the Reports. The Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

  • Information Concerning the Fund and SubAdviser From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request. The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.

  • Concerning the Bank 1. The Bank shall not be liable and shall be fully protected in acting upon any oral instruction, writing or document reasonably believed by it to be genuine and to have been given, signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from an Officer of the Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the Customer and the proper countersignature of the Bank. 2. The Bank may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents. 3. The Bank may keep such records as it deems advisable but not inconsistent with resolutions adopted by the Board of Directors of the Customer. The Bank may deliver to the Customer from time to time at its discretion, for safekeeping or disposition by the Customer in accordance with law, such records, papers, Share certificates which have been cancelled in transfer or exchange and other documents accumulated in the execution of its duties hereunder as the Bank may deem expedient, other than those which the Bank is itself required to maintain pursuant to applicable laws and regulations, and the Customer shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate or other document so returned, if and when required. The records maintained by the Bank pursuant to this paragraph which have not been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph shall be considered to be the property of the Customer, shall be made available upon request for inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the Customer upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Bank on such date of termination or such earlier date as may be requested by the Customer. 4. The Bank may employ agents or attorneys-in-fact at the expense of the Customer, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Bank acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. 5. The Bank shall only be liable for any loss or damage arising out of its own negligence or willful misconduct; provided, however, that the Bank shall not be liable for any indirect, special, punitive or consequential damages. 6. The Customer shall indemnify and hold harmless the Bank from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney's fees, which the Bank may sustain or incur or which may be asserted against the Bank except for any liability which the Bank has assumed pursuant to the immediately preceding section. The Bank shall be deemed not to have acted with negligence and not to have engaged in willful misconduct by reason of or as a result of any action taken or omitted to be taken by the Bank without its own negligence or willful misconduct in reliance upon (i) any provision of this Agreement, (ii) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Customer, (iii) any Certificate or other instructions of an Officer, (iv) any opinion of legal counsel for the Customer or the Bank, or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. Nothing contained herein shall limit or in any way impair the right of the Bank to indemnification under any other provision of this Agreement.

  • Concerning the Trustee SECTION 8.01.

  • Concerning the Custodian (a) Each Interested Party acknowledges and agrees that the Custodian (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation any Issuer's Declaration or Indenture relating to such Issuer's Securities), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which are ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Custodian, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. (b) The Custodian shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Custodian's negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Custodian be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Custodian has been informed of the likelihood of such loss or damage and regardless of the form of action. (c) The Custodian shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subcustodian employed by the Custodian than any such book-entry depository, securities intermediary or other subcustodian has to the Custodian, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subcustodian was caused by the Custodian's own negligence, bad faith or willful misconduct in breach of this Agreement. (d) The recitals contained herein shall be taken as the statements of each of the Issuers and the Purchaser, and the Custodian assumes no responsibility for the correctness of the same. The Custodian makes no representations as to the validity or sufficiency of this Agreement or the Securities. The Custodian shall not be accountable for the use or application by any of the Issuers or the Purchaser of any Securities or the proceeds of any Securities.

  • Concerning the Holders Section 8.01. Action by Holders 45 Section 8.02. Proof of Execution by Holders 45 Section 8.03. Who Are Deemed Absolute Owners 45 Section 8.04. Company-Owned Notes Disregarded 46 Section 8.05. Revocation of Consents; Future Holders Bound 46

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Concerning the Owner Trustee Section 7.01. Acceptance of Trusts and Duties........................................... 21 Section 7.02. Furnishing of Documents................................................... 22 Section 7.03.

  • Concerning the Trustees The Series Trustee assumes no additional duties, responsibilities or liabilities by reason of this First Supplemental Indenture other than as set forth in the Original Indenture and, in carrying out its responsibilities hereunder and thereunder, the Series Trustee shall have all of the rights, powers, privileges, protections, duties, immunities and obligations which it possesses under the Original Indenture. The Original Trustee and the Series Trustee shall not constitute co-trustees of the same trust, and each of the Original Trustee and the Series Trustee shall be trustee of a trust or trusts under the Indenture separate and apart from any trust or trusts under the Indenture administered by the other trustee. Nothing in this First Supplemental Indenture shall be construed to create or impose any liability on the Original Trustee for any acts or omissions of the Series Trustee. The Series Trustee shall have no liability for any acts or omissions of the Original Trustee. References in this First Supplemental Indenture to sections of the Original Indenture that require or permit actions by the Original Trustee with respect to Securities of the series with respect to which the Series Trustee shall be the Trustee shall be deemed to require or permit actions only by the Series Trustee and the Original Trustee shall have no responsibility therefor.