Common use of Representation of Lenders Clause in Contracts

Representation of Lenders. Each of the Lenders hereby severally represents and warrants to the Borrower as follows: (a) This Agreement is made with each Lender in reliance upon such Lender's representation to the Borrower, which by its acceptance hereof the Lender hereby confirms that the Note to be received by it will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same. By executing this Agreement, the Lender further represents that it does not have a contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to the Notes. (b) Each Lender understands that the Notes have not been registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of the Notes hereunder is exempt from registration under the Securities Act, and that the Borrower's reliance on such exemption is predicated in part upon the Lender's representations and warranties set forth herein. (c) Each Lender represents that he is an accredited investor, as defined under Regulation D of the Securities Act, experienced in evaluating companies such as the Borrower, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks of its investments. (d) Each Lender understands that the Notes may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Notes or an available exemption from the registration under the Securities Act, the Notes must be held indefinitely. (e) Each Lender agrees that in no event will it make a transfer or disposition of the Notes other than in compliance with all applicable securities laws.

Appears in 2 contracts

Samples: Loan Agreement (Home Solutions of America Inc), Loan Agreement (Home Solutions of America Inc)

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Representation of Lenders. Each of In order to induce the Lenders Company and the Founders to enter into this Agreement, each Lender hereby severally represents and warrants to and agrees with the Borrower Company and each of the Founders with respect to such Lendxx'x xurchase of Debentures hereunder that as followsof the date hereof: (a) This The execution of the Agreement is made with each Lender in reliance upon such has been duly authorized by all necessary action on the part of the Lender's representation to the Borrower, which by its acceptance hereof and this Agreement has been duly executed and delivered, and constitutes a valid, legal and binding agreement of the Lender hereby confirms enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy and other laws of general application relating to creditor's rights or general principles of equity. The Lender understands and acknowledges that there can be no assurances that the Note conversion privilege on the Debentures will be of any future value or that it is substantially certain to be received by it will be acquired for investment exercisable. (b) The Lender is acquiring the Debentures for its own account, not as a nominee or agentfor investment, and not with a view to any "distribution" thereof within the sale or distribution meaning of any part thereof, and that it the Securities Act. The Lender has no present intention not been formed for the specific purpose of selling, granting participation in, or otherwise distributing making the same. By executing investment contemplated by this Agreement, the information concerning the state of residence of each Lender further represents that it does not have a contractsupplied to counsel for the Company is true and correct as of the date hereof and, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, except with respect to TA Venture Investors, the NotesLender is an "accredited investor, as defined under the Securities Act and the regulations promulgated thereunder. The Lender will not transfer any interests in the Debentures, or any shares of Convertible Preferred Stock, Redeemable Preferred Stock or Conversion Shares unless such transfers are (i) registered under all applicable federal and state securities laws or are exempt from such registration or (ii) exempt from registration; provided, however, that in no event shall any transfers be made to entities who are direct competitors or customers of the Company. (bc) Each The Lender understands that because the Notes Debentures have not been registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance Act, it cannot dispose of any or all of the Notes hereunder is exempt from registration Debentures unless such Debentures are subsequently registered under the Securities ActAct or exemptions from such registration are available. The Lender acknowledges and understands that, except as provided in the Registration Rights Agreement, it has no independent right to require the Company to register the Debentures, that the Company has no intention to register the Debentures, and that the Borrower's reliance on such exemption is predicated in part upon the Lender's representations and warranties set forth herein. (c) Each Lender represents that he is an accredited investor, as defined under Regulation D Company may not accomplish a public offering of the Securities Act, experienced in evaluating companies such as Debentures or the Borrower, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks of its investmentssecurities into which they are convertible. (d) Each The Lender understands is knowledgeable and experienced in the making of investments in private enterprises, is able to bear the economic risk of loss of its investment in the Company, has been granted the opportunity to investigate the affairs of the Company, and has availed itself of such opportunity either directly or through its authorized representative. (e) The Lender has been advised that the Notes may Debentures have not be sold, transferred or otherwise disposed of without registration been and are not being registered under the Securities Act or an exemption therefrom, under the securities or "blue sky" laws of any jurisdiction and that the Company in issuing the absence Debentures is relying upon, among other things, the representations and warranties of an effective registration statement covering the Notes or an available exemption from each Lender contained in this Section 10 in concluding that each such issuance is a "private offering" and does not require compliance with the registration under provisions of the Securities Act, the Notes must be held indefinitely. (ef) Each The Company will not be responsible for, and the Lender will hold the Company and the Founders harmless from, brokerage commissions, finder's fees or similar compensation in connection with the transactions contemplated by this Agreement which are based on any arrangement or agreement expressly made by or on behalf of the Lender. (g) The Lender has had access to or been supplied with all material information. regarding the Company, its financial condition and historical results of operations, and all questions concerning the Company have been answered to its satisfaction. (h) The Lender agrees that all representations contained in no event will it make a transfer or disposition this Section shall be repeated and reaffirmed at the time of each subsequent conversion of the Notes other than in compliance with all applicable securities lawsDebentures into Shares of the Convertible Preferred Stock and Redeemable Preferred Stock, or conversion of the Convertible Preferred Stock into Conversion Shares.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Smith Gardner & Associates Inc)

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Representation of Lenders. Each of In order to induce the Lenders Company and the Subsidiaries to enter into this Agreement, each Lender hereby severally represents and warrants to and agrees with the Borrower Company and each of the Subsidiaries with respect to such Lender's purchase of Debentures hereunder that as followsof the date hereof: (a) This The execution of the Agreement is made with each Lender in reliance upon such has been duly authorized by all necessary action on the part of the Lender's representation to the Borrower, which by its acceptance hereof and this Agreement has been duly executed and delivered, and constitutes a valid, legal and binding agreement of the Lender hereby confirms that enforceable in accordance with its terms, except as the Note enforcement thereof may be limited by bankruptcy and other laws of general application relating to be received by it will be acquired for investment creditor's rights or general principles of equity. (b) The Lender is acquiring the Debentures for its own account, not as a nominee or agentfor investment, and not with a view to any "distribution" thereof within the sale or distribution meaning of any part thereof, and that it the Securities Act. The Lender has no present intention not been formed for the specific purpose of selling, granting participation in, or otherwise distributing making the same. By executing investment contemplated by this Agreement, the information concerning the state of residence of each Lender further represents that it does not have a contractsupplied to counsel for the Company is true and correct as of the date hereof and, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to the NotesLender is an "accredited investor" as defined under the Securities Act and the regulations promulgated thereunder. (bc) Each The Lender understands that because the Notes Debentures (and the securities into which they are convertible) have not been registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance Act, it cannot dispose of any or all of the Notes hereunder is exempt from registration Debentures (or the securities into which they are convertible) unless such Debentures (or such securities, as the case may be) are subsequently registered under the Securities ActAct or exemptions from such registration are available. The Lender acknowledges and understands that, except as provided in the Registration Rights Agreement, it has no independent right to require the Company to register the Debentures (or the securities into which they are convertible), that the Company has no intention to register the Debentures (or the securities into which they are convertible), and that the Borrower's reliance on such exemption is predicated in part upon the Lender's representations and warranties set forth herein. (c) Each Lender represents that he is an accredited investor, as defined under Regulation D Company may not accomplish a public offering of the Securities Act, experienced in evaluating companies such as Debentures or the Borrower, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks of its investmentssecurities into which they are convertible. (d) Each The Lender understands is knowledgeable and experienced in the making of investments in private enterprises, is able to bear the economic risk of loss of its investment in the Company, has been granted the opportunity to investigate the affairs of the Company, and has availed itself of such opportunity either directly or through its authorized representative. (e) The Lender has been advised that the Notes may Debentures (and the securities into which they are convertible) have not be sold, transferred or otherwise disposed of without registration been and are not being registered under the Securities Act or an exemption therefrom, under the securities or "blue sky" laws of any jurisdiction and that the Company in issuing the absence Debentures is relying upon, among other things, the representations and warranties of an effective registration statement covering the Notes or an available exemption from each Lender contained in this Section 10 in concluding that each such issuance is a "private offering" and does not require compliance with the registration under provisions of the Securities Act, the Notes must be held indefinitely. (ef) Each The Lender agrees that in no event will it make a transfer has had access to or disposition of the Notes other than in compliance been supplied with all applicable securities lawsmaterial information regarding the Company, its financial condition and historical results of operations, and all questions concerning the Company have been answered to its satisfaction.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Datamarine International Inc)

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