Investor Status; Investment Intent. The Transferee is not a Competitor and is both a Qualified Institutional Buyer and a Qualified Purchaser, acquiring the Notes for its own account or for the account of another person who is both a Qualified Institutional Buyer and a Qualified Purchaser with respect to which the Transferee exercises sole investment discretion, either (i) as certified by the Transferor or the Transferee, in a transfer being made pursuant to Rule 144 under the Securities Act for investment purposes and not with a view to the distribution thereof or (ii) pursuant to a transaction that would otherwise not require registration under the Securities Act (in which case the Transferor or Transferee has provided an opinion of counsel to the Trustee, the Registrar and the Co-Issuers that such transfer may be made pursuant to an exemption from registration under the Securities Act).
Investor Status; Investment Intent. (a) Each of the Stockholders as of the date of this Agreement (as listed on Schedule A-1 hereto) is an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D under the Securities Act). Each such Stockholder has undertaken such investigation, and has been provided with and has evaluated such documents and information including, without limitation, the Harbor SEC Reports (as defined in Section 3.4(a)), as it or he has deemed appropriate to enable such Stockholder to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby including, in the case of all such Stockholders, the potential future receipt of shares of Harbor Common Stock pursuant to the Contingent Payment and, in the case of the Continuing Stockholders, the potential future receipt of shares of Harbor Common Stock upon exercise of the Put Right. Each such Stockholder also acknowledges that it or he has received all materials relating to the business of Harbor as such Stockholder has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by Harbor hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Without limiting the generality of the foregoing, each such Stockholder acknowledges that Harbor makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or the Stockholders of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Harbor or the future business and operations of Harbor or (ii) any other information or documents made available to the Company, the Stockholders or their counsel, accountants or advisors with respect to Harbor or any of its business, assets, liabilities or operations, except as expressly set forth in this Agreement.
