Information; Investment Intent Clause Samples

Information; Investment Intent. (a) Each Buyer has conducted its own due diligence examination of the Company’s business, financial condition, results of operations, and prospects and has reviewed the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), in each case, to the extent it deems necessary and in a manner sufficient to enable it to evaluate its purchase of the Securities. Each Buyer understands that its investment in the Securities involves a high degree of risk. Each Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Each Buyer further represents that it has relied solely upon the aforementioned examination, review and evaluation and has not relied on any representation or action made or taken by Seller or any of its affiliates or any of its or their officers, directors or representatives in connection with such Buyer’s decision to acquire the Securities, other than those expressly set forth in Section 3. Each Buyer understands and agrees that none of Seller, its affiliates and its and their respective officers, directors and representatives has made any representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Securities. (b) Each Buyer is an Accredited Investor as defined in Rule 501(a) under the U.S. Securities Act of 1933 (the “Securities Act”). Each Buyer understands and acknowledges that Seller is offering and selling the Securities in reliance upon an exemption from the registration requirements of the Securities Act and that the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. Each Buyer is not purchasing its portion of the Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof. Each Buyer became aware of the offering of Securities by Seller solely by direct contact between itself and Seller or between itself and one or more agents acting on behalf of Seller, with whom it had a pre-existing business relationship. Each Buyer did not become aware of the offering or the Securities by any other means, including by any form of general adve...