Common use of Representations and Warranties of ICP Clause in Contracts

Representations and Warranties of ICP. In order to induce the Company to enter into this Agreement and to sell the Warrants, ICP hereby represents and warrants to the Company as follows: (a) ICP is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The Company (i) has full power and authority to own and operate its properties and assets and to conduct and carry on its business as it is now being conducted and operated, and (ii) is duly qualified to do business and is in good standing, and is duly licensed, authorized or qualified to transact or conduct business, in each jurisdiction in which the ownership or lease of real property or the conduct of its business requires it to be so licensed, authorized or qualified. (b) This Agreement constitutes ICP's valid and legally binding obligation, enforceable in accordance with its terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. ICP represents that it has full power and authority to enter into this Agreement. (c) The Warrants and the shares of the Company's capital stock issuable upon exercise of the Warrants (collectively, the "Securities") will be acquired for investment for ICP's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Act. (d) ICP is an "accredited investor" within the meaning of Regulation D promulgated under the Act. (e) ICP understands that the Securities are characterized as "restricted securities" under the Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the Act and applicable regulations thereunder such securities may not be resold without registration under the Act only in certain limited circumstances. The certificates for such Warrants shall contain a legend indicating such restriction on transferability.