Representation and Warranties of the Investor Sample Clauses

Representation and Warranties of the Investor. The Investor represents and warrants to the Issuer as follows:
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Representation and Warranties of the Investor. (a) The Investor is acquiring the Shares solely for investment, solely for the Investor’s own account, not for the account of any other person, and not for distribution, assignment or resale to others and no other person has a direct or indirect beneficial interest in any Shares so acquired. (b) The Investor has carefully read this Agreement and, to the extent the Investor believes necessary, has discussed with the Investor’s professional and tax advisors with respect to the financial and tax consequences of an investment in the Corporation, as well as the suitability of this investment, based on the Investor’s individual circumstances. The Investor acknowledges that the Investor has not received any income tax or other tax advice from the Corporation, its officers, employees, legal counsel or any other representative of the Corporation, and the Investor is not relying on any tax or other legal advice other than advice provided from his own professional and tax advisors. (c) Investor represents and acknowledges that the Investor has had a reasonable opportunity, at a reasonable time prior to the Investor’s investment in the Corporation, to ask questions of and receive answers from the Corporation or other representative of the Corporation concerning the terms and conditions of the offering of the Shares, and the Corporation and its operations, and all such questions have been answered to the Investor’s full satisfaction. The Investor further acknowledges that the Investor has had a reasonable opportunity to obtain any relevant information which the Corporation possesses or can acquire without unreasonable effort or expense. (d) The Investor represents and acknowledges that no oral representations have been made in connection with the offering of the Shares which are in any manner inconsistent with the materials that have been disclosed to the Investor. (e) The Investor has neither relied upon nor seen any form of advertising or general or public solicitation, including communications published in or broadcasted by any print or electronic medium and mass mailings, in connection with the offering of the Shares, and are aware of no such solicitation or advertisement received by others. (f) The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has checked the box(es) below which are next to the category or categories under which the Investor qualifies as ...
Sample 1
Representation and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows: (a) The undersigned or his or its designated agents or consultants (the "Representatives") have carefully reviewed, are familiar with and understand the Data, the Stockholders' Agreement and Exhibit B attached hereto entitled "Recent Company Developments," and confirm that the Data provided complies in full with the description thereof set forth on Schedule A attached hereto. (b) All documents, records and books pertaining to an investment in the Company and requested by him or it have been made available or delivered to him or it, subject to the terms and conditions of that certain Confidentiality Agreement, previously executed by the Investor (the "Confidentiality Agreement"). The undersigned or his or its Representatives have had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his or its investment and the financial condition, operations and prospects of the Company. No statement, printed material or inducement given or made by the Company or any of its affiliates, agents or representatives is contrary to the information contained herein or contained in the Data and the undersigned acknowledges and agrees that the undersigned has relied solely on the Data in connection with his or its decision to acquire the Common Stock. In addition, the undersigned acknowledges that in reliance upon certain state and federal securities law exemptions, the Investor is receiving less information than the undersigned would have received if an information memorandum complying with Rule 502 (b) (2) of Regulation D promulgated pursuant to the Act had been prepared and made available to him or it or if the Common Stock had been registered pursuant to the Act. (c) The undersigned: (i) has adequate means of providing for his or its current needs and possible personal contingencies and has no need for liquidity in his or its Common Stock; (ii) can bear the economic risk of losing his or its entire investment therein; (iii) has, or in the case of a entity Investor, the person making the decision to invest in the Common Stock has such knowledge and experience in financial matters that he is capable of evaluating the relative risks and merits of this investment; (iv) is, or in the case of a entity Investor, the person making the decision to invest in the Common Stock is familiar with the nature of, and risks attendant, investment in the Common Stock...
Sample 1
Representation and Warranties of the Investor. Each Investor hereby represents and warrants to the Company as follows: (a) Investor has sufficient liquid assets to invest in the Shares. (b) Investor is a non-U.S. resident and its resident address is as indicated in Exhibit A hereto and is not a U.S. Person as set forth in Exhibit C. (c) Investor is either exempt from accredited investor requirements according to the laws of the investor’s jurisdiction of residence, or is an “accredited investor” as that term is defined in Section 501 of Regulation D of the Act or Investor, either alone or with Investor’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision with respect thereto and have the capacity to protect Investor’s own interests in connection with Investor’s proposed investment in the Shares. An “accredited investor” includes, among other persons and entities: (1) a natural person whose net worth, or joint net worth with that person’s spouse, exceeds $1,000,000; (2) a natural person who has had income in excess of $200,000 in each of the two most recent years, or with that person’s spouse, in excess of $300,000 in those years, and who expects to have at least that level of income in the current year; (3) a corporation, partnership or similar business entity, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; or (4) any entity in which all of the equity owners are accredited investors. Investor, by reason of the business or financial experience of its officers and/or directors, or the business or financial experience of its professional advisors who are not affiliated with, or compensated by the Company or any of its affiliates, or any selling agent of the Company, directly or indirectly, has the capacity to protect its own interest in connection with its subscription for the Shares. (d) The address set forth in Exhibit A is the correct principal business office or residential address of the Investor and Investor has no present intention of changing its principal business office or residential address to any other state or jurisdiction. (e) Investor understands that in connection with the subject investmen...
Sample 1
Representation and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows: (a) Investor has sufficient liquid assets to invest in the Shares. (b) Investor is an “accredited investor” as that term is defined in Section 501 of Regulation D of the Act. An “accredited investor” includes, among other persons and entities: (1) a natural person whose net worth, or joint net worth with that person’s spouse, exceeds $1,000,000; (2) a natural person who has had income in excess of $200,000 in each of the two most recent years, or with that person’s spouse, in excess of $300,000 in those years, and who expects to have at least that level of income in the current year; (3) a corporation, partnership or similar business entity, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; or (4) any entity in which all of the equity owners are accredited investors. (c) The address set forth on the signature page hereof is the correct principal business office or residential address of the Investor, and Investor has no present intention of changing its principal business office or residential address to any other state or jurisdiction. (d) Investor understands that in connection with the subject investment, it is not being provided with any formal disclosure documentation. Investor, or person or persons acting on Investor’s behalf, has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the purchase of the Shares and the current and proposed future operations of the Company. Investor is satisfied with all information provided by the Company. Investor has not been denied access to any information which Investor or Investor’s representatives have requested from the Company. Investor acknowledges that Investor has a pre-existing business relationship with certain principals of the Company and that Investor learned of this investment in the Shares through this pre-existing business relationship. (e) Investor acknowledges that the Shares are being offered pursuant to an exemption from registration under the Securities Act of 1933 (the “Act”), and in connection therewith, covenants and agrees that Investor will not offer, sell, or otherwise transfer the Shares unless and until the Shares are registered pursuant to the Act or unless the Company shall be entitled to rely upon an opinion of counsel satisfactory to Company with respect to compliance with the above securities laws....
Sample 1
Representation and Warranties of the Investor. 5.1 Investor represents and warrants to Grantors that, except as otherwise set forth herein, or otherwise specifically disclosed:
Sample 1
Representation and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows: (a) Investor has sufficient liquid assets to invest in the Shares. (b) Investor is an “accredited investor” as that term is defined in Section 501 of Regulation D of the Act or a “sophisticated purchaser” as that term is defined in Section 506(b)(2)(ii) of the Act . An “accredited investor” includes, among other persons and entities: (1) a natural person whose net worth, or joint net worth with that person’s spouse, exceeds $1,000,000; (2) a natural person who has had income in excess of $200,000 in each of the two most recent years, or with that person’s spouse, in excess of $300,000 in those years, and who expects to have at least that level of income in the current year; (3) a corporation, partnership or similar business entity, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; or (4) any entity in which all of the equity owners are accredited investors. A “sophisticated purchaser” is a purchaser who, either alone or with his or her purchaser representative(s), has such knowledge and experience in business and financial matters, that he or she is capable or evaluating the merits and risks of this investment. (c) The address set forth on the signature page hereof is the correct principal business office or residential address of the Investor, and Investor has no present intention of changing its principal business office or residential address to any other state or jurisdiction. (d) Investor understands that in connection with the subject investment it is not being provided with any formal disclosure documentation. Investor, or person or persons acting on its behalf, has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the purchase of the Shares and the current and proposed future operations of the Company. Investor is satisfied with all information provided by the Company. Investor has not been denied access to any information which it has requested from the
Sample 1
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Related to Representation and Warranties of the Investor

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations and Warranties of the Subscriber The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

  • Representations and Warranties of the Fund The Fund represents and warrants to Price Associates that: 1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be. 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

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