Investor's Independent Investigation Sample Clauses

Investor's Independent Investigation. Investor, in subscribing for the Note and receiving the Fee Shares hereunder, has relied solely upon an independent investigation made by Investor and Investor’s representatives, if any, and has, prior to the date hereof, been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company which have been filed as exhibits to the Company's filings made under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In making Investor’s investment decision to purchase the Note and receive the Fee Shares, Investor is not relying on any oral or written representations or assurances from the Company or any other person other than as set forth in this Agreement. Investor has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 and the Company's Form 10-QSB for the quarters ended March 31, 2006 and June 30, 2006, and September 30, 2006. Investor has such experience in business and financial matters that Investor is capable of evaluating the risk of Investor’s investment and determining the suitability of Investor’s investment. Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Act.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Investor's Independent Investigation. The Investor has had access to, and is relying exclusively on, such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company) concerning the Company and the Shares including, without limitation, the information noted above, as it has deemed necessary in connection with its decision to take up the Shares, and its investment decision is based upon its own judgment, due diligence and analysis. In connection with the foregoing, the Investor and its representatives acknowledge that they have received information containing “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act). There are uncertainties inherent in those forward-looking statements, and the Investor is familiar with such uncertainties.
Sample 1Sample 2
Investor's Independent Investigation. Investor, in subscribing for the Note hereunder, has relied solely upon an independent investigation made by Investor and Investor’s representatives, if any, and has, prior to the date hereof, been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company which have been filed as exhibits to the Company's filings made under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In making Investor’s investment decision to purchase the Note, Investor is not relying on any oral or written representations or assurances from the Company or any other person other than as set forth in this Agreement. Investor has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006 and the Company's Form 10-QSB for the quarters ended March 31, 2007 and June 30, 2007. Investor has such experience in business and financial matters that Investor is capable of evaluating the risk of Investor’s investment and determining the suitability of Investor’s investment. Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Act.
Sample 1Sample 2
Investor's Independent Investigation. Sebring, in purchasing Shares hereunder, has relied solely upon an independent investigation made by it and its representatives, if any. Prior to the date hereof, Sebring has been given the opportunity to ask questions of, and receive answers from, representatives of Scalix. Sebring also has been given access to and the opportunity to examine all books and records of Scalix, and all material contracts and documents of Scalix, if any. In making its investment decision to purchase the Shares, Sebring is not relying on any oral or written representations or assurances from Xandros or any other Person other than as set forth in this Agreement. Sebring is knowledgeable about the affairs of Scalix and understands that the business of Scalix will need significant commitment by Sebring to rebuilding, especially after any deterioration suffered in the last six months due to delays in closing any funding.
Sample 1
Investor's Independent Investigation. Investor has been given a full opportunity to inspect and investigate each and every aspect of the Welltower Subsidiaries and the Initial Facilities, either independently or through agents of Investor’s choosing, including, without limitation:
Sample 1

Related to Investor's Independent Investigation

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Independent Status The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party.

  • Geotechnical Investigation Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Independent Entities Business Associate and Covered Entity are independent entities, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Business Associate and Covered Entity. Neither Business Associate nor Covered Entity will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent, except as otherwise expressly provided in this Agreement.

  • Engagement of Independent Review Organization Within 60 days after the Effective Date, Xx. Xxxxxxxx shall engage an individual or entity, such as an accounting, auditing, or consulting firm (hereinafter “Independent Review Organization” or “IRO”), to perform the reviews listed in this Section III.C. The applicable requirements relating to the IRO are outlined in Appendix A to this IA, which is incorporated by reference.‌

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!