Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:
Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows:
(a) I have received and read the Offering Circular and its Exhibits, the Certificate and the terms and conditions of the Operating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Certificate and Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Operating Agreement.
(c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Membership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.
(e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that...
Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows:
(a) I have received and read the Memorandum and its Exhibits, including the Operating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the LLC. I have relied solely upon the Memorandum and independent investigations made by me or my representative with respect to the investment in Shares. No oral or written representations beyond the Memorandum have been made or relied upon.
(b) I have read and understand the Operating Agreement and understand how an LLC functions as a corporate entity. By purchasing the Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Operating Agreement.
(c) I understand that the LLC has limited financial and operating history. I have been furnished with such financial and other information concerning the LLC, its Manager, and its business, as I consider necessary in connection with the investment in Shares. I have been given the opportunity to discuss any questions and concerns with the LLC.
(d) I am purchasing Shares for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Shares.
(e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the LLC.
(f) I have carefully reviewed and understand the risks of investing in the Shares, including those set forth in the Memorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investmen...
Representations and Warranties by the Purchaser. The Purchaser hereby represents and warrants to the Vendor as follows, and confirms that the Vendor is relying upon the accuracy of each of such representations and warranties in connection with the sale of the Purchased Assets and the completion of the other transactions hereunder:
Representations and Warranties by the Purchaser. The Purchaser hereby represents and warrants to the Seller that to the best of the Purchaser’s knowledge, with the intent that the Seller will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company as of the day of Closing as follows:
Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company as follows:
(a) Investment Intent This Agreement is made with the Purchaser in reliance upon the Purchaser's representations to the Company, evidenced by the Purchaser's execution of this Agreement, that the Purchaser is acquiring the Shares for investment for the Purchaser's own account, not as nominee or agent, and not with a view to or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and applicable law. The Purchaser has the full right, power, and authority to enter into and perform this Agreement.
Representations and Warranties by the Purchaser. The Purchaser represents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have been duly executed and delivered, and constitute valid, legal, binding and enforceable agreements of the Purchaser; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company; and (f) it has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries made by the Purchaser; and the Purchaser has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereof. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APP...
Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Seller and the Principals as follows:
Representations and Warranties by the Purchaser. The Subscriber represents, warrants, and agrees as follows:
