Common use of Representations and Warranties by Holder Clause in Contracts

Representations and Warranties by Holder. Holder, by its acceptance of this Note, represents and warrants to Company as follows: (a) Holder is acquiring the Note with the intent to hold as an investment and not with a view of distribution. (b) Holder is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Note for its own account, for investment, and not with a view to, or for sale in connection with, the distribution thereof or of any interest therein. Holder has adequate net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment in the Note, and has no need for liquidity in such investment. Holder, itself or through its officers, employees or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Securities, and Holder, either alone or through its officers, employees or agents, has evaluated the merits and risks of the investment in the Note. (c) Hxxxxx acknowledges and agrees that it is purchasing the Note hereunder based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company. (d) Hxxxxx has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Note or the transactions contemplated hereby. Hxxxxx acknowledges and agrees that neither the Company nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited Holder to enter into this Note and consummate the transactions described in this Note.

Representations and Warranties by Holder. Holder, by its acceptance of this Note, represents and warrants to Company as follows: (a) Holder is acquiring the Note Security with the intent to hold as an investment and not with a view of distribution. (b) Holder is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Note Security for its own account, for investment, and not with a view to, or for sale in connection with, the distribution thereof or of any interest therein. Holder has adequate net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment in the NoteSecurity, and has no need for liquidity in such investment. Holder, itself or through its officers, employees or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Securities, and Holder, either alone or through its officers, employees or agents, has evaluated the merits and risks of the investment in the NoteSecurity. (c) Hxxxxx Holder acknowledges and agrees that it is purchasing the Note Security hereunder based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company. (d) Hxxxxx Holder has taken no action which would give rise contract, arrangement or understanding with any broker, finder, investment bank, financial intermediary or similar agent with respect to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Note or of the transactions contemplated herebyby this Agreement. (e) Holder understands that in lieu of this Note, Holder has the right to receive an up-front cash payment prior to Holder rendering services to the Company pursuant to the Advisory Agreement. Hxxxxx acknowledges and By acceptance of this Note, Holder agrees that neither it will loan the Company nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited services fee and close out the Company’s account receivable with the Holder to enter into and hold only such interests in the Company as granted by this Note and consummate the transactions described in other securities into which it may be converted. It is further acknowledged and agreed that the value of this Note, or the securities into which it may be converted, at any given time, could be less than the value of the service fee had Holder elected an up-front payment, and Holder accepts the investment risk associated therewith.