Offering Exemption; Securities Representations Sample Clauses

Offering Exemption; Securities Representations. (a) HITN is an "accredited investor" as this term is defined in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. (b) HITN is acquiring the Exercise Equity Consideration for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. HITN understands that the Exercise Equity Consideration has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (c) HITN is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Contemplated Transactions, including the acquisition of shares of Class A Common Stock, and making an informed decision with respect thereto. HITN, its officers, and directors have had sufficient opportunity to ask questions of and receive answers from Clearwire concerning the business of Clearwire, its operations, assets and liabilities. HITN and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Clearwire has requested. HITN has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement based solely on this assessment, analysis and investigation, and the representations and warranties of Clearwire set forth in Article 5 hereof. (d) HITN is aware that Clearwire is a speculative enterprise, that certain of the information disclosed to HITN contains forward looking statements which involve risks and uncertainties, and that Clearwire' actual results may differ significantly from the results discussed in these forward looking statements. HITN further acknowledges that the value of Clearwire' respective assets is inherently uncertain and is dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. HITN represents and warrants to Clearwire that it has assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any representations, warranties, or disclosures of any kind from Clearwire, except as specifically set forth in Article 5 hereof. (e) For purposes of application of state securities law, HI...