Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect to itself only), as follows:
10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation of the Lender.
10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder.
10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect.
10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any 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 any of the Shares.
10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understan...
Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:
Representations and Warranties of the Lenders. Each Lender represents and warrants that in participating as a Lender, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities laws).
Representations and Warranties of the Lenders. Each Lender (severally and not jointly) hereby represents and warrants to the Company as follows:
5.1. The Lender has all requisite power and authority to execute and deliver this Agreement and other agreements contemplated hereby or which are ancillary hereto and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms.
5.2. The Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and that the information contained on the signature page hereto is complete, accurate and true in all respects;
5.3. The Lender has had the opportunity to conduct an independent examination of the Company’s business, financial or legal affairs and condition and recognizes that the Company has a limited operating history and no approved pharmaceuticals, and that an investment in the Company involves a high degree of risk, including, without limitation, that the Company may never conduct an IPO or otherwise effectuate a liquidity event;
5.4. The Lender has been advised that there will be no market for the Conversion Shares and that a market may never develop. The Lender’s overall commitment to investments which are not readily marketable is not disproportionate to his net worth; his investment in the Company will not cause such overall commitment to become excessive; and he can afford to bear the loss of his entire investment in the Company;
5.5. The Lender has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in his investment in the Company;
5.6. The Lender has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company;
5.7. The Lender confirms that the Company has made available to Lender the opportunity to ask questions of, and receive answers from, the Company concerning the Company and/or the Conversion Shares. In considering its investment in the Company, the Lender has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company, or any director, officer, stockholder, partner, employee, agent, member, or counsel, or any representative or affiliate of any of the foregoing, other than as expressly set ...
Representations and Warranties of the Lenders. Each Lender represents and warrants that:
Representations and Warranties of the Lenders. Each Lender represents and warrants to the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor and the Servicer, that:
(a) such Lender is duly authorized to enter into and perform this Agreement and has duly executed and delivered this Agreement;
(b) this Agreement constitutes the legal, valid and binding obligation of such Lender, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership and other laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors' rights and remedies as the same may be applied in the event of the bankruptcy, insolvency, reorganization, conservatorship, receivership or liquidation or a similar event of such Lender or a moratorium applicable to the Lender and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);
(c) no consent or approval of or other action by any Governmental Authority having jurisdiction over the Lender is required in connection with the execution, delivery or performance by such Lender of this Agreement;
(d) either (i) it is properly classified as, and will remain classified as, a "corporation" as described in Code Section 7701(a)(3) and is not, and will not become, an "S corporation" under Code Section 1361, or (ii) neither (x) 40% or more of the value of any beneficial owner's interest in the Lender is attributable to the Lender's Loan nor (y) its acquisition of the Loan is for the purpose of permitting the Trust to avoid the 100-partner limitation of Treasury Regulation Section 1.7704-1(h)(3)(ii) in the event the Trust is characterized as a partnership for federal income tax purposes; and
(e) the execution, delivery and performance of each of this Agreement and any other Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court or other judicial authority to which it is subject, its articles of association or by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on such Lender, its ability to perfor...
Representations and Warranties of the Lenders. Each Lender hereby severally represents and warrants to as follows:
Representations and Warranties of the Lenders. Each Lender, for --------------------------------------------- itself and for no other Lender, hereby represents and warrants to the Borrower as follows:
Representations and Warranties of the Lenders. Each Lender hereby represents and warrants as of the date hereof as follows:
(i) Each Lender is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, as applicable, and has the power and authority to own its property and to carry on its business in each jurisdiction in which such Lender does a material volume of business.
(ii) Each Lender has full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided for herein, all of which have been duly authorized by all proper and necessary action of such Lender. No consent or approval of any public authority or other third party is required as a condition to the validity of this Agreement, and each Lender is in compliance with all Laws and regulatory requirements to which it is subject.
(iii) This Agreement constitutes the valid and legally binding obligation of each Lender, enforceable against such Lender in accordance with its terms.
(iv) There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the organization, power or authority of each Lender and no provision of any existing agreement, mortgage, indenture or contract binding on such Lender or affecting its property, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement.
Representations and Warranties of the Lenders. Each Lender represents and warrants that: (a) such Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to the business of such Lender; (b) such Lender has full power and authority to enter into and to perform this Agreement in accordance with its terms and to consummate the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by such Lender and constitutes valid and binding obligations of such Lender each enforceable in accordance with its terms; and (d) to such Lender’s knowledge, the execution and performance of the transactions contemplated by this Agreement and the Loan Documents and compliance with their provisions by such Lender (i) will not violate any provision of law applicable to such Lender; and (ii) will not conflict with or result in any breach of any of the material terms, conditions or provisions of, or constitute a default under such Lender’s partnership agreement, certificate of formation or operating agreement, or any indenture, lease, agreement or other instrument to which such Lender is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Lender (except for violations or conflicts that, individually or in the aggregate, could not be reasonably be expected to result in a material adverse effect to such Lender).
