INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS Sample Clauses

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that:

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that: (A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that: (A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (1) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (2) protecting its own interest; and (3) bearing the economic risk of such investment for an indefinite period of time. (B) AUTHORIZATION; ENFORCEMENT. The Investor has the requisite power and authority to enter into and perform this Agreement and the Registration Rights Agreement. The execution and delivery of the Equity Line Transaction Documents by the Investor and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the Investor's general partners and no further consent or authorization is required by its partners. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that: (A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (1) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (2) protecting its own interest; and (3) bearing the economic risk of such investment for an indefinite period of time. (B) AUTHORIZATION; ENFORCEMENT. The Investor has the requisite power and authority to enter into and perform this Agreement and the Registration Rights Agreement. The execution and delivery of the Equity Line Transaction Documents by the Investor and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the Investor's general partners and no further consent or authorization is required by its partners. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (C) SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to sell the Company's stock short, either directly or indirectly through its affiliates, principals or advisors, during the term of this Agreement. (D) ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Warrants. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any state securities commissions. c. He has adequate means of providing for his current and future needs and possible personal contingencies, and has no need for liquidity of his investment in the Warrants. d. He can bear the economic risk of losing his entire investment in the Warrants. e. He is acquiring the Warrants for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Warrants and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Warrants is being made by means of a private placement of Warrants and that he has read or reviewed and is familiar with this Subscription Agreement and the Company's filings under the Securities Exchange Act of , as amended ("1934 Act"). h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, located at 110 East Douglas Road, Oldsmar, Florida 34677; that all such documenxx, xxxxxxx xxx xxxxx pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He a...

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Corporation as follows: (a) The Investor (i) has received no general solicitation or advertisement and has attended no seminar or meeting with regard to the Shares subscribed for hereunder, (ii) can bear the economic risk of losing the entire investment herein, (iii) has, alone or together with such Investor’s Representative, if any, (as hereinafter defined) such knowledge and experience in financial matters that the Investor is capable of evaluating the relative risks and merits of this Investment, and (iv) is acquiring the Investment Unit for the Investor’s own account, for investment only and not with a view toward the resale or distribution thereof; (b) The Investor acknowledges that the person or persons named on page 5 below, if any, has or have (i) in evaluating the investment as contemplated hereby, advised the Investor as to the merits and risks of the Investment in general and the suitability of the investment for the Investor in particular, and (ii) the Representative has confirmed to the Investor in writing (a copy of which instrument shall be annexed to this Agreement by the Investor on execution) any past, present or future material relationship, actual or contemplated, between the Representative and any person or entity, or affiliate of any such person or entity (including, without limitation, the receipt by such Representative of any selling commissions in connection with the Investor’s purchase of the common stock); (c) The Investor understands that the offer and sale of the Shares is being made with the use of a Private Placement Memorandum. The Investor is familiar with the nature of, and risks attendant to, investments of the type being subscribed for, and has been advised and understands that his investment is speculative, involves a high degree of risk, and could result in the loss of his entire investment. The investor is fully aware of the material risks associated with an investment in the Corporation and confirms that he was previously informed that all documents, records and books pertaining to this investment will be at all times available from the Corporation and that all documents, records and books pertaining to this investment requested by the Investor have been made available to the Investor and, if applicable, the persons retained to advise him/her; (d) The Investor, and/or his/her Representative, if any, has had an opportunity to ask questions of and receive answers f...

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Investor severally (and not jointly) represents, warrants and covenants to the Company solely as to such Investor that:

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber hereby acknowledges, agrees with and represents and warrants to the Company and its affiliates, as follows: (a) The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber. (b) The Subscriber acknowledges its understanding that the Offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Units for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention. (ii) The Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws. (iii) The Subscriber is acquiring the Units solely for the Subscriber’s own beneficial account, for investment purposes, and not with view towards, or resale in connection with, any distribution of the Units. (iv) The Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. (v) The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Units. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose of acquiring the Units. (vi) The Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, has carefully reviewed them and understands the information cont...

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and covenants to the Company as follows: a. The Investor acknowledges that a copy of all relevant documents, records and books pertaining to the Company and the purchase of the Common Stock were made available to the Investor and the Investor's representatives for review, including without limitation the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Annual Report") and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the "Quarterly Report"); that the Investor has had the opportunity to ask questions of, and has received satisfactory answers from, the officers and directors of the Company concerning the Company and the Common Stock; and that the Investor has had the opportunity to obtain such other information as the Investor deems necessary or appropriate as a prudent and knowledgeable investor in evaluating an investment in the Common Stock, thereby enabling the Investor to make an informed investment decision with respect to an investment in the Common Stock. b. THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR HAS NOT BEEN FURNISHED WITH A COPY OF THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2003 (Q2 REPORT), AND THAT THE Q2 REPORT HAS NOT YET BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE INVESTOR UNDERSTANDS THAT THE COMPANY, AS A BUSINESS DEVELOPMENT COMPANY, INVESTS IN ILLIQUID SECURITIES OF COMPANIES. THE COMPANY'S INVESTMENTS ARE GENERALLY SUBJECT TO RESTRICTIONS ON RESALE AND GENERALLY HAVE NO ESTABLISHED TRADING MARKET. AS A RESULT, THE COMPANY VALUES SUBSTANTIALLY ALL OF ITS INVESTMENTS AT FAIR VALUE ON A QUARTERLY BASIS AS DETERMINED IN GOOD FAITH BY THE COMPANY'S BOARD OF DIRECTORS IN ACCORDANCE WITH THE COMPANY'S VALUATION POLICY. BECAUSE OF THE INHERENT UNCERTAINTY OF DETERMINING THE FAIR VALUE OF INVESTMENTS THAT DO NOT HAVE A READILY AVAILABLE MARKET VALUE, THE FAIR VALUE OF THE COMPANY'S INVESTMENTS DETERMINED IN GOOD FAITH BY THE COMPANY'S BOARD OF DIRECTORS MAY DIFFER SIGNIFICANTLY FROM THE VALUES THAT WOULD HAVE BEEN USED HAD A READY MARKET EXISTED FOR THE INVESTMENTS, AND THE DIFFERENCE COULD BE MATERIAL. THE VALUATION OF THE COMPANY'S INVESTMENTS FOR THE QUARTER ENDED JUNE 30, 2003 HAS NOT BEEN APPROVED BY THE COMPANY'S BOARD OF DIRECTORS. ACCORDINGLY, THE FAIR VALUES INCLUDED IN THE ANNUAL REPORT AND QUARTERLY REPORT MAY DIFFER SIGNIFICANTLY FROM THE VALUES THE COMPANY'S BOARD OF DIRECTORS MAY ASSIGN TO TH...

INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that: (A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (1) evaluating the merits and risks of an investment in the Securities and making an informed investment decision;