Representations and Warranties of Creditor. Each Creditor, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the date of Closing:
Representations and Warranties of Creditor. The Creditor represents and warrants as follows:
A. That the Creditor has knowledge and experience in financial and business matters and that he understands that the merits and risks associated with the execution of this Agreement.
Representations and Warranties of Creditor. The Creditor hereby represents and warrants to the Company as follows:
Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or re...
Representations and Warranties of Creditor. The representations and warranties made by Creditor to Purchaser in Section 4 of the Master Agreement shall apply to this Agreement as set forth in sub-paragraph (f) of Section 4 of the Master Agreement.
Representations and Warranties of Creditor. Creditor represents and warrants to the Company that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
Representations and Warranties of Creditor. The representations and warranties of Creditor contained in this Section are being made by Creditor as of the Effective Date to induce Debtor to enter into this Agreement and consummate the transactions contemplated herein, and Debtor has relied, and will continue to rely, upon such representations and warranties from and after the execution of this Agreement. Creditor represents and warrants to Debtor as follows:
Representations and Warranties of Creditor. Creditor represents and warrants to PayStar as set forth below. These representations and warranties are made as an inducement for PayStar to enter into this Agreement, and, but for the making of such representations and warranties and their accuracy, PayStar would not be a party hereto.
Representations and Warranties of Creditor. Creditor represents and warrants the following:
(a) Creditor has all requisite authority and capacity to accept the Securities, enter into this Agreement and to perform all the obligations required to be performed by Creditor.
(b) Creditor is a resident of the State of Florida.
(c) Creditor understands and accepts that acceptance of the Securities involves various risks and represents that she is able to bear any loss associated with acceptance of the Securities.
(d) Creditor is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment or tax advice or as a recommendation to accept the Securities. It is understood that neither the Company nor any of its affiliates is acting or has acted as an advisor to Creditor in deciding to accept the Securities.
(e) Creditor is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerning the acceptance of the Securities.
(f) Creditor has such knowledge, skill and experience in business, financial and investment matters that Creditor is capable of evaluating the merits and risks of an investment in the Securities. With the assistance of Creditor’s own professional advisors, to the extent that Creditor has deemed appropriate, Creditor has made her own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Agreement. Creditor has considered the suitability of the Securities as an investment in light of her own circumstances and financial condition and is able to bear the risks associated with an investment in the Securities.
(g) Creditor is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(h) Creditor is acquiring the Securities for investment purposes, and not with a view to, or resale in connection with, any distribution of the Securities. Creditor understands that the Securities has not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof.
(i) Creditor understands that the shares of Securities issued hereunder are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commiss...
Representations and Warranties of Creditor. Upon any exercise of the Option by Creditor in Creditor’s sole and absolute discretion by Creditor providing the Option Exercise Notice to Purchaser, Creditor automatically shall be deemed to represent and warrant to Purchaser as follows as of the date of the Option Exercise Notice:
(a) Creditor is the owner of the Indebtedness Claim, free and clear of all liens and encumbrances. Creditor has not previously transferred, encumbered or released all or any part of the Indebtedness Claim.
(b) Creditor will at all times promptly withhold and pay any federal, state, local or foreign taxes legally due and payable by Creditor as a result of payment of the Purchase Price, including without limitation all income taxes, self employment taxes and foreign entity withholding taxes.
(c) Creditor has all necessary power and authority to (i) execute, deliver and perform all of its obligations under this Agreement, and (ii) sell and transfer the Indebtedness Claim. Creditor has such knowledge and experience in business and financial matters that it is able to protect its own interests and evaluate the risks and benefits of entering into this Agreement. Creditor acknowledges and agrees that it has had an opportunity to conducts its own due diligence and consult with its own counsel, tax and financial advisors, and that Creditor is not relying in that regard on Purchaser. Creditor acknowledges that except as expressly set forth in Section 3 below, Purchaser is not making any representations or warranties, including, without limitation, about PEI.
(d) The execution, delivery and performance of this Agreement by Creditor has been duly authorized by all requisite action on the part of Creditor, and has been duly executed and delivered by Creditor.
(e) Except as expressly stated herein, Creditor is not, directly or indirectly, receiving any consideration from or being compensated in any manner by, and will not at any time in the future accept any consideration or compensation from, PEI, any affiliate of PEI, or any other person for entering into this Agreement or selling the Indebtedness Claim.
