INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 5.1 Representations, Warranties and Covenants of Members 10 Section 5.2 Additional Representations and Warranties of Non-Investor Members 12 Section 5.3 Additional Representations and Warranties of Investor Members 12 Section 5.4 Additional Covenants of Management Members 13 Section 6.1 Capital Accounts 13 Section 6.2 Adjustments 13 Section 6.3 Additional Capital Contributions 14 Section 6.4 Negative Capital Accounts 14 Section 7.1 Certain Terms 14 Section 7.2 Effects of Termination of Employment on Override Units 15
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows:
(a) The Subscriber has carefully reviewed the materials supplied by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the information in the materials provided. The Subscriber has relied upon its own independent investigation in making its decision to buy the Hxxxxxxxxx.xxx Stock.
(b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx Stock.
(c) The Subscriber understands that the offer and sale of the Hxxxxxxxxx.xxx Stock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber underst...
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The Investor is familiar with and understands (i) the current and proposed business of the Company and (ii) that the Company is a development stage corporation with no profitability to date. The Investor has carefully considered and has, to the extent the Investor believes such discussion necessary, discussed with the Investor’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Securities for the Investor’s particular tax and financial situation and has determined that the Units being subscribed for are a suitable investment for the Investor.
(b) The Investor acknowledges that (i) the Investor and the Investor’s attorney, accountant or other advisor(s) have had the right to request copies of any documents, records and books pertaining to this investment and (ii) such documents, records, and books which the Investor or such other persons have requested have been made available for inspection by such persons.
(c) The Investor has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning this purchase of Securities and all such questions have been answered to the Investor’s full satisfaction.
(d) The Investor believes that he, she or it has received all the information that he, she or it considers necessary or appropriate for making an investment decision with respect to the Securities, and that such Investor has had an opportunity to ask questions and receive answers from the Company and its management regarding, the terms and conditions of this Agreement, and the business, industry, management, technology, properties, financial condition, results of operations and prospects of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Investor or to which such Investor had access. Other than for the representations and warranties made by the Company in this Agreement, the Investor is not relying upon any other information, representation or warranty by the Company or any of its agents, including any brokers and finders, in determining to invest in the Securities and is relying on the Investor’s own examination of the Company, including the merits and risks involved, in making its investment decision.
(e) The Investor is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice, registration statement or other communication pu...
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Representations, Warranties and Covenants of Members......
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 5.1 Representations, Warranties and Covenants of Members 27 Section 5.2 Additional Representations and Warranties of Non-Investor Members 29 Section 5.3 Additional Representations and Warranties of Investor Members and Outside Members 30 Section 5.4 Additional Representations and Warranties of Kanas 31 Section 5.5 83(b) Election 31 Section 5.6 ERISA Matters 31 Section 5.7 Regulatory Matters 32 Section 6.1 Capital Accounts 33 Section 6.2 Adjustments 33 Section 6.3 Closing Capital Contributions 33 Section 6.4 Additional Capital Contributions 34 Section 6.5 Negative Capital Accounts 36 Section 7.1 Certain Terms 36 Section 7.2 Inactive Management Members 39 Section 7.3 Tier 2 Management Incentive Plan 39 Section 7.4 Adjustment Events 39 Section 7.5 Treatment of Profits Interest Units; Change in Law 41
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. Each of the Shareholders, severally, hereby represents and warrants to, and covenants and agrees with, the Acquiror, as of the date of the Closing, that:
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. 13.1 Representations, Warranties and Covenants of Management Limited Partners 52 13.2 Investment Intention and Restrictions on Disposition 52 13.3 Securities Laws Matters 53 13.4 Ability to Bear Risk 53 13.5 Access to Information; Sophistication; Lack of Reliance 53 13.6 Accredited Investor; Exemption from Registration 54 13.7 Additional Representations and Warranties 54 13.8 Certain Management Limited Partners 55
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. 13.1 Representations, Warranties and Covenants of Management Limited Partners
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. 11 4.8 Tax Status 14 4.9 Lock-Up Period 15 4.10 Restrictive Legends 15 4.11 Fair Disclosure 16 Article V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES 17 5.1 Organization of the Company 17 5.2 Company Capital Structure 18 5.3 Subsidiaries 19 5.4 Authority 19 5.5 No Conflict 20 5.6 Governmental Consents 20 5.7 Company Financial Statements 21 5.8 No Undisclosed Liabilities 21 5.9 Internal Controls 21 5.10 No Changes 22 5.11 Tax Matters 25 5.12 Restrictions on Business Activities 29
INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The initial Registered Holder represents and warrants to the Company as follows:
