Investor Warranties. The Investor represents and warrants to the Company in the terms of the warranties set forth in Schedule 3 (such warranties, the “Investor Warranties”) and acknowledges that the Company in entering into this Agreement is relying on the Investor Warranties.
Investor Warranties. (a) The Investor independently represents and warrants to the Company that its Investor Warranties are true on the date of this agreement and at the Conversion Date.
(b) The Investor acknowledges that the Company has entered into this agreement in reliance on its Investor Warranties.
(c) The Investor Warranties must be construed independently and are not limited by reference to another Investor Warranty.
Investor Warranties. In addition to the warranties given under clause 7.1, the Investor represents and warrants to the Company as an inducement to the Company to enter into this Deed that, at the date of this Deed:
(a) if a resident of Australia, it is a Sophisticated Investor or Professional Investor, or is otherwise a person who is able to be offered the Notes without disclosure under Chapter 6D of the Corporations Act, and will, on the request of the Company, promptly provide written evidence sufficient to satisfy the Company of the same;
(b) if a resident outside of Australia, it is a person to whom it is lawful to offer or issue the Notes and the Conversion Shares without a disclosure document (but who is not a “U.S. Person” under the Securities Act of 1933, or resident in the United States of America or in any other place in which it would not be lawful to offer or issue the Notes);
(c) the issue of Notes or the Conversion Shares does not require registration, qualification, disclosure or any other action by the Company in the jurisdiction in which the Investor is located or in which the offer of the Notes is received;
(d) it is aware of and accepts the risks relating to its subscription for the Notes under this Deed; and
(e) in deciding to subscribe for the Notes, it has:
(i) made and relies on its own enquiries and assessment of the Company, its business, operations and prospects;
(ii) made and relies on its own assessment of, and risks relating to, the Notes and an investment in the Company; and
(iii) not relied on any representations or warranties made or given by or on behalf of the Company (or any of its directors, officers, employees, agents or advisers), other than as set out in this Deed.
Investor Warranties. (a) If it is a body corporate, it is validly existing under the Laws of its place of incorporation.
(b) It has the power and capacity to enter into and perform its obligations under this agreement.
(c) It has taken all necessary action to authorise the signing, delivery and performance of this agreement and the documents required under this agreement in accordance with their respective terms.
(d) This agreement constitutes valid and binding obligations upon it enforceable in accordance with its terms.
Investor Warranties. The Investor represents and warrants to each of the Issuer Group Member in the terms of the warranties set forth in Schedule 3 (such warranties, the “Investor Warranties”) and acknowledges that the Issuer in entering into this Agreement is relying on the Investor Warranties.
Investor Warranties. The Investor represents and warrants that:
(a) (investor status)
(i) it is an investor to whom the Subscription Shares and Shares may be issued without disclosure under Chapter 6D of the Corporations Act by reason of it being a person to whom one or more of sections 708(8) (sophisticated investor), 708(10) (offer made through a financial services licensee), 708(11) (professional investor) or 708(12) (offer to people associated with the body) of the Corporations Act applies. If requested by the Issuer, the Investor shall provide to the Issuer such information and documents as may be required by the Issuer to so verify; and
(ii) it is not a ‘U.S. Investor’, being for the purposes of the issue of the Subscription Shares a person who is a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act 1933) or who is acting for the account or benefit of a U.S. Person;
(b) (registration) the Investor is a corporation, it is registered and validly existing under its laws of incorporation;
(c) (authority) it has full power and authority to enter into and perform this agreement and all necessary steps, authorisations and statutory requirements have been taken to enable it to do so;
(d) (authorisations) it has taken all necessary action to authorise the execution and performance of this agreement;
(e) (binding obligations) this agreement constitutes its legal, valid and binding obligations and is enforceable in accordance with its terms;
(f) (agreement permitted) the execution and performance by it of this agreement, complies with its constituent documents (if applicable) or any arrangements between the Investor and its members and does not and will not violate, breach, or result in a violation or breach of:
(i) any law, regulation or authorisation;
(ii) its constituent documents (including any arrangements between the Issuer and its members) (if applicable);
(iii) any agreement to which the Investor is party; or
(iv) any Encumbrance which is binding on it or any of its assets;
(g) (financial ability) the investor has financial ability to bear the economic risk of an investment in the Subscription Shares;
(h) (litigation) there is no litigation, arbitration, mediation or administrative proceedings taking place, pending or threatened, to which it is a party or to which it is reasonably likely to be a party;
(i) (risks) the Investor has considered the risks associated with an investment in the Subscription Shares, made and solely relied on, its own...
Investor Warranties. Each Investor, severally but not jointly, represents, warrants and undertakes to the Covenantors in the terms of each of the Investor Warranties set forth in Schedule 5 with respect to itself and acknowledges that the Company in entering into this Agreement is relying on such Investor Warranties.
Investor Warranties. (a) If it is a body corporate, it is validly existing under the Laws of its place of incorporation.
(b) It has the power and capacity to enter into and perform its obligations under this agreement.
(c) It has taken all necessary action to authorise the signing, delivery and performance of this agreement and the documents required under this agreement in accordance with their respective terms.
(d) This agreement constitutes valid and binding obligations upon it enforceable in accordance with its terms.
(e) It is a sophisticated investor within the ambit of section 708(8) of the Corporations Act, a professional investor within the ambit of section 708(11) of the Corporations Act or a senior manager or other person within the ambit of section 708(12) of the Corporations Act.
Investor Warranties. 5.1 Each Investor severally and not jointly and severally, represents and warrants that:
5.1.1 The Company has afforded each Investor and each Investor’s attorneys, accountants, investment advisors and other representatives (the “Investor Representatives”) full, complete and unrestricted access to all financial reports and information of the Company requested by the Investors or the Investor Representatives. The Investors are familiar with the business and operations of the Company and have had the opportunity to obtain the advice of the Investor Representatives with respect to all aspects of this Agreement. The Investors are entering into this Agreement and purchasing the New Shares from the Company of their own free will and the Aggregate Subscription Amount and terms of payment are fair, equitable and desired by the Investors.
5.1.2 If an Investor is in the United States or is a resident of the United States, such Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act. Each Investor understands and acknowledges that: (i) the New Shares are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from registration provisions of the Securities Act, and (ii) the availability of such exemption depends in part on, and the Company will rely upon the accuracy and truthfulness of, the representations, warranties and covenants of such Investor set forth in this clause 5, and such Investor hereby consents to such reliance.
5.1.3 If an Investor is not in the United States, then such Investor represents that (i) it is not a “U.S. Person” (as defined in Regulation S under the Securities Act); (ii) the Investor has not been subject to any “directed selling efforts” (within the meaning of Regulation S under the Securities Act) by or on behalf of the Company, its affiliates or any person controlled by its or their affiliates; and (iii) at the time the buy order for the New Shares was placed, the Investor was outside of the United States.
5.1.4 Each Investor understands that the New Shares have not been registered under the Securities Act, the securities laws of any state of the USA or the securities laws of any other jurisdiction, nor is such registration contemplated, and such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase, or otherwise acquire or take ...
Investor Warranties. 5.1 The Investor warrants to the Company as at the date of this Agreement in the terms of the warranties set out in Schedule 2 (Investor Warranties). Each Investor Warranty shall be construed separately and independently and (except as expressly otherwise provided) no Investor Warranty shall be limited by reference to any other Investor Warranty.
5.2 The Investor agrees and undertakes to the Company that, except in the case of fraud, it has no rights against and shall not make any claim against any present or former employee, director, agent or officer of any member of the Company Group on whom it may have relied before agreeing any term of or before entering into this Agreement or any other Transaction Document (including in relation to any information supplied or omitted to be supplied by any such person in connection with the Company Warranties, this Agreement or any other Transaction Document).
5.3 The Investor’s indemnification obligation hereunder in respect of the Investor Warranties (other than the Key Investor Warranties) shall not exceed [***] in the aggregate and shall expire upon the second (2nd) anniversary of the date of this Agreement (being specified, for the avoidance of doubt, that such expiry date shall be without effect on any claim issued by the Company prior to such date in accordance with this Agreement), except that in respect of Key Investor Warranties, such indemnification obligations in respect of such Key Investor Warranties shall not expire. Additionally, no indemnification shall be due by the Investor in respect of a breach of any Investor Warranties other than any Key Investor Warranties unless and until the aggregate amount of all damages suffered by the Investor arising from one or more breaches of the Investor Warranties shall exceed [***] in the aggregate.
