Investment Representations of the Shareholder Sample Clauses

Investment Representations of the Shareholder. The Shareholder hereby represents and warrants to the Buyer as follows: (a) The Shareholder has adequate financial means of providing for the Shareholder's current business needs and possible business contingencies, has no need for liquidity of this investment in the Buyer's Common Stock, and is able to bear the economic risks of this investment to the possible extent of a total loss of this investment. The Shareholder is an "accredited investor", within the meaning of Rule 501(a) of Regulation D under the Securities Act, of the category or categories set forth in clause (5) or clause (6) of such Rule. (b) The Shareholder has been afforded the opportunity by Buyer to ask questions and request information in order to acquire detailed knowledge and information concerning the business affairs and operations of Buyer and its direct or indirect subsidiaries, parent and affiliates and their financial condition and prospects; and, as a result of such opportunity to ask questions and review information and the Shareholder's business, the Shareholder is in a position to weigh, and assess such knowledge and information in a meaningful fashion. (c) The Shareholder acknowledges that any business and financial projections of Buyer that may have been provided by or on behalf of Buyer are solely for purposes of describing Buyer's future business and financial goals and are not intended to be, nor are they, representations or guaranties of Buyer's future performance. (d) The Shareholder understands that none of the Buyer's Common Stock (including the Shares) have been registered under the Securities Act or any state securities laws and that the Shares are offered in reliance on exemptions for private offerings under the Securities Act and exemptions for sales transactions under state laws. The Shareholder acknowledges that the Shareholder is acquiring the Shares without being furnished any offering literature or memorandum. (e) The Shareholder is acquiring and purchasing the Shares solely for investment for his own account and the Shares are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization of the Shares. (f) The Shareholder acknowledges that Shareholder has received and examined copies of the Buyer's Certificate of Incorporation, Articles and Bylaws, all as amended to date, as well as minutes of all shareholder and director meetings relevant to the Stock Purchase Agreement and the issuance of Shares to the Shareholder p...
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Investment Representations of the Shareholder. The Shareholder represents and warrants to HRD that as of the Effective Date and as of the Closing Date (except where another date or period of time is specifically stated herein for a representation or warranty):
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Investment Representations of the Shareholder. The Shareholder acknowledges, represents and agrees that: 2.
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Related to Investment Representations of the Shareholder

  • Representations of the Sub-Adviser The Sub-Adviser represents and warrants to the Investment Adviser and the Trust as follows: A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall permit the Investment Adviser or the Trust, their employees or their agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s code of ethics. C. Upon written request, the Sub-Adviser shall provide a certification to the Fund’s Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF THE SUB-ADVISER AND VALIC The SUB-ADVISER represents, warrants, and agrees as follows: (a) The SUB-ADVISER (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will immediately notify VALIC of the occurrence of any event that would disqualify the SUB-ADVISER from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The SUB-ADVISER has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and if it has not already done so, will provide VALIC and the FUND with a copy of such code of ethics together with evidence of its adoption. (c) The SUB-ADVISER has provided VALIC and the FUND with a copy of its Form ADV as most recently filed with the SEC and will promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to VALIC. VALIC represents, warrants, and agrees as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

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