Common use of Representations and Warranties of Xxxxxx Clause in Contracts

Representations and Warranties of Xxxxxx. In connection with the Awarded Common Shares, Xxxxxx makes the following representations and warranties to the Company: (i) Xxxxxx has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) Xxxxxx is acquiring these securities for investment for Xxxxxx’x own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) Xxxxxx understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Xxxxxx’x investment intent as expressed herein. (iv) Xxxxxx further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) Xxxxxx is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Xxxxxx understands that the Company provides no assurances as to whether Xxxxxx will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Representations and Warranties of Xxxxxx. In connection Xxxxxx hereby ---------------------------------------- represents and warrants as follows: (a) Xxxxxx has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Xxxxxx is a party. (b) Xxxxxx has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Xxxxxx is a party. This Agreement and such related documents are, and as of the Closing will be, the legal, valid and binding obligation of Xxxxxx, enforceable in accordance with the Awarded Common Shares, their respective terms. (c) Xxxxxx makes the following representations understands and warranties agrees that (subject to the Company:Registration Rights Agreement): (i) The Reorganized Prism Securities shall not have been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, based upon an exemption from such registration requirements under the Securities Act and applicable state securities law; (ii) The Reorganized Prism Securities are and will be "restricted securities" as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (iii) The Reorganized Prism Securities may not be sold or otherwise transferred unless they have been first registered under the Securities Act and applicable state securities laws, or unless exemption from such registration provisions are available with respect to said resale or transfer; (iv) Prism is relying on the representation by Xxxxxx that Xxxxxx has sufficient such knowledge and experience in business, financial or business matters that Xxxxxx is capable of evaluating the merits and investment matters to be able to evaluate the risks involved in the acquisition of investment in the Awarded Common Shares and to make an informed investment decision with respect thereto. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period.Reorganized Prism Securities; (iiv) The Reorganized Prism Securities are and will be acquired by Xxxxxx is acquiring these securities for investment for Xxxxxx’x Xxxxxx'x own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of distribution other than resales made in compliance with the Securities Act of 1933, as amended (the “Securities Act”) or under any and applicable provision of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third partysecurities laws. (iiivi) Xxxxxx understands acknowledges that it has received the Awarded Common Shares have not been registered under Disclosure Statement, together with a copy of the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Xxxxxx’x investment intent as expressed herein. (iv) Xxxxxx further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availablePlan. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares has been, or will be imprinted prior to Closing, furnished with a legend which prohibits the transfer thereof unless they are registered such information and documents pertaining to Reorganized Prism as Xxxxxx has requested, and has been, or such registration is not required in the opinion of counsel for the Company. (v) Xxxxxx is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Xxxxxx understands that the Company provides no assurances as to whether Xxxxxx will be able prior to resell any or all Closing, given the opportunity to meet with officials of Prism and VCI and to have such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, persons answer questions regarding Reorganized Prism's affairs and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactionsconditions.

Representations and Warranties of Xxxxxx. In connection with the Awarded Common Shares, Xxxxxx makes the following representations hereby represents and warranties warrants to the CompanyCompany the following: (i) x. Xxxxxx has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition is aware of the Awarded Common Shares Company's business affairs and financial condition, and has acquired information about the Company sufficient to make reach an informed investment and knowledgeable decision with respect theretoto acquire this Warrant and the Shares issuable upon exercise of this Warrant. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) Xxxxxx is acquiring these securities this Warrant and the Shares issuable upon exercise of this Warrant for its own account for investment for Xxxxxx’x own account purposes only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third party"distribution" thereof that would not otherwise be in compliance with the Act. (iii) x. Xxxxxx understands that neither this Warrant nor the Awarded Common Shares have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Xxxxxx’x Xxxxxx' investment intent as expressed herein. (iv) x. Xxxxxx further acknowledges and understands that this Warrant and the Awarded Common Shares issuable upon the exercise of this Warrant must be held indefinitely unless they are subsequently registered under the Securities Act and any applicable state securities laws, or an exemption unless exemptions from such registration is are otherwise available. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) x. Xxxxxx is familiar with aware of the provisions of Rules 144 Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “"restricted securities” " acquired, directly or indirectly, from the issuer of the securities thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. . e. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, Xxxxxx understands that hereof and each subsequent holder of this Warrant agrees to (i) give written notice to the Company provides no assurances as to whether Xxxxxx will be able to resell any or all prior thereto, describing the manner thereof and (ii) if reasonably requested by the Company, an opinion of such Awarded Common Sharescounsel, pursuant to Rule 144, which rules requires, among other things, that the Company be subject reasonably satisfactory to the reporting requirements of Company, confirming that such offer, sale or other disposition may be effected without registration or qualification under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited then in volume and take place only pursuant to brokered transactionseffect or any federal or state law then in effect.

Representations and Warranties of Xxxxxx. In connection Xxxxxx hereby represents ---------------------------------------- and warrants as follows: (a) Xxxxxx has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Xxxxxx is a party. (b) Xxxxxx has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Xxxxxx is a party. This Agreement and such related documents are, and as of the Closing will be, the legal, valid and binding obligation of Xxxxxx, enforceable in accordance with the Awarded Common Shares, their respective terms. (c) Xxxxxx makes the following representations understands and warranties agrees that (subject to the Company:Registration Rights Agreement): (i) The Reorganized Prism Securities shall not have been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, based upon an exemption from such registration requirements under the Securities Act and applicable state securities law; (ii) The Reorganized Prism Securities are and will be "restricted securities" as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (iii) The Reorganized Prism Securities may not be sold or otherwise transferred unless they have been first registered under the Securities Act and applicable state securities laws, or unless exemption from such registration provisions are available with respect to said resale or transfer; (iv) Prism is relying on the representation by Xxxxxx that Xxxxxx has sufficient such knowledge and experience in business, financial or business matters that Xxxxxx is capable of evaluating the merits and investment matters to be able to evaluate the risks involved in the acquisition of investment in the Awarded Common Shares and to make an informed investment decision with respect thereto. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period.Reorganized Prism Securities; (iiv) The Reorganized Prism Securities are and will be acquired by Xxxxxx is acquiring these securities for investment for Xxxxxx’x Xxxxxx'x own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of distribution other than resales made in compliance with the Securities Act of 1933, as amended (the “Securities Act”) or under any and applicable provision of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third partysecurities laws. (iiivi) Xxxxxx understands acknowledges that it has received the Awarded Common Shares have not been registered under Disclosure Statement, together with a copy of the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Xxxxxx’x investment intent as expressed herein. (iv) Xxxxxx further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availablePlan. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares has been, or will be imprinted prior to Closing, furnished with a legend which prohibits the transfer thereof unless they are registered such information and documents pertaining to Reorganized Prism as Xxxxxx has requested, and has been, or such registration is not required in the opinion of counsel for the Company. (v) Xxxxxx is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Xxxxxx understands that the Company provides no assurances as to whether Xxxxxx will be able prior to resell any or all Closing, given the opportunity to meet with officials of Prism and VCI and to have such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, persons answer questions regarding Reorganized Prism's affairs and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactionsconditions.

Representations and Warranties of Xxxxxx. In Xxxxxx hereby represents and warrants to the Company as follows: 7.1 Xxxxxx is a bona fide resident of the state set forth in Section 10.3 of this Agreement and is legally competent to execute this Agreement. 7.2 Xxxxxx has received, read carefully and is familiar with this Agreement. Respecting the Company, Xxxxxx is familiar with the Company's business and financial condition and any other matters relating to the transactions contemplated hereby; Xxxxxx has received all materials which have been requested by him, has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered all inquiries that Xxxxxx has put to it. Xxxxxx has taken all the steps necessary to evaluate the merits and risks of the refinancing transactions contemplated hereby. 7.3 Xxxxxx has been advised by the Company to consider retaining legal counsel in connection with the Awarded Common Shares, preparation and the execution of this Agreement. 7.4 Xxxxxx makes the following representations and warranties to the Company: (i) Xxxxxx has sufficient experience represents that he is an "accredited investor" as such term is defined in business, financial and investment matters to be able to evaluate the risks involved in the acquisition Rule 501 of the Awarded Common Shares Rules and to make an informed investment decision with respect thereto. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) Xxxxxx is acquiring these securities for investment for Xxxxxx’x own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of Regulations promulgated under the Securities Act of 1933, as amended (the “"Securities Act”) or under any applicable provision "). 7.5 Xxxxxx has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of state lawhis investment in the Company. 7.6 Xxxxxx has adequate means of providing for his current and foreseeable future needs and has no need for liquidity of his investment in the Company. Xxxxxx does not have any present intention recognizes and is fully cognizant of the fact that his investment in the Company involves a high degree of risk, and Xxxxxx represents that he can afford to transfer bear such risk, including, without limitation, the Awarded Common Shares to any third partyrisk of losing the entire investment. 7.7 Xxxxxx has been advised by the Company that (iiii) Xxxxxx understands that neither the Awarded Common New Shares nor the Term Note have not been registered under the Securities Act by reason of a specific exemption therefromAct, which exemption depends upon, among other things, the bona fide nature of Xxxxxx’x investment intent as expressed herein. (iv) Xxxxxx further acknowledges and understands that the Awarded Common New Shares must and the Term Note will be held indefinitely unless they are subsequently registered under issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an exemption issuer not involving any public offering, and under similar exemptions under applicable state securities laws; (ii) neither the New Shares nor the Term Note has been registered or qualified with any federal or state agency or self-regulatory organization, and (iii) the Company's reliance on exemptions from such federal and state registration or qualification requirements is available. based in part upon the representations made by Xxxxxx further acknowledges and understands that contained in this Agreement. 7.8 Xxxxxx has been advised by the Company of, and/or he is under no obligation to register otherwise familiar with, the Awarded Common Shares. Xxxxxx understands that nature of the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits limitations on the transfer thereof of the New Shares and the Term Note imposed by the Securities Act and the rules and regulations promulgated thereunder. In particular, Xxxxxx agrees that no sale, assignment or transfer of any of the New Shares or the Term Note shall be valid or effective (and agrees to not so sell, assign or transfer any of the New Shares or the Term Note), and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless they are the sale, assignment or transfer is (i) registered or such registration is not required in the opinion of counsel for the Company. (v) Xxxxxx is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, it being understood that neither the New Shares nor the Term Note are currently registered for sale; or (ii) made in substance, permits limited public resale accordance with all the requirements and limitations of “restricted securities” acquired, directly or indirectly, from Rule 144 under the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditionsSecurities Act. Xxxxxx understands acknowledges that the Company provides no assurances as to whether Xxxxxx will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that New Shares and the Company Term Note shall be subject to a stop transfer order and that the reporting requirements certificate or certificates evidencing the New Shares and the Term Note shall bear the following legend (and such other legends as may be required by state blue sky laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (1) A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (2) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW. 7.9 Xxxxxx is acquiring the New Shares and the Term Note for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein. Xxxxxx has no present intention of distributing or selling to others any of such interest or granting any participation therein. 7.10 It never has been represented, guaranteed or warranted by any of the Securities Exchange Act of 1934Company, as amended (the “Exchange Act”)Company's officers, directors, stockholders, employees or agents, or any other person, whether expressly or by implication, that resales (i) the Company or Xxxxxx will realize any given percentage of securities take place only after profits and/or amount or type of consideration, profit or loss as a result of the holder has held Company's activities or Xxxxxx'x investment; or (ii) the Awarded Common past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the Company's activities or the ownership of the New Shares for certain specified time periodsor the Term Note. 7.11 Xxxxxx is not acquiring the New Shares or the Term Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a share exchange by a person other than a representative of the Company with whom Xxxxxx had a pre-existing relationship. 7.12 Xxxxxx is not relying on the Company with respect to the tax and under certain circumstances, that resales other economic considerations of securities be limited in volume and take place only pursuant to brokered transactionsan investment.

Representations and Warranties of Xxxxxx. In connection Xxxxxx hereby represents and warrants to Platinum with the Awarded Common Shares, Xxxxxx makes the following representations and warranties respect to the Company: (i) Xxxxxx has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of Shares as compensation hereunder as follows: 5.1 Xxxxxx has been given access to such documents, records, and other information and has had adequate opportunity to ask questions of, and receive answers from, Platinum’s officers and representatives concerning Platinum’s business, operations, financial condition, assets, liabilities, and all other matters relevant to his investment in the Awarded Common Shares and shares to make an informed be issued to him as compensation hereunder. Xxxxxx acknowledges that he has received no representations or warranties from Platinum or its officers or representatives in making this investment decision with respect theretoother than as set forth in this Agreement. 5.2 Xxxxxx understands that acquisition of Shares of Platinum common stock is a speculative investment involving a high degree of risk. Xxxxxx can afford is aware that there is no guarantee that Xxxxxx will realize any gain from accepting the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) as compensation. Xxxxxx is acquiring these securities the Shares for his own account (or for one or more separate accounts maintained by him), for investment for Xxxxxx’x own account only and not with a view to, or for resale to the distribution thereof in connection with, any “distribution” thereof within the meaning violation of the Securities Act of 1933, as amended (the “Securities Act”) or under amended, and any applicable provision securities laws of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third partystate. (iii5.3 Xxxxxx represents that he is an “accredited investor” as defined in Rule 501(a) Xxxxxx understands that the Awarded Common Shares have not been registered of Regulation D promulgated under the Securities Act by reason of 1933, as amended. Xxxxxx is financially able to bear the economic risk of this decision to accept the shares as compensation, including the ability to hold the Shares indefinitely or to afford a specific exemption therefrom, which exemption depends upon, among other things, complete loss of his investment in the bona fide nature Shares. Xxxxxx has such knowledge and experience in financial and business matters as to be capable of Xxxxxx’x evaluating the merits and risks of an investment intent as expressed herein. (iv) in the shares and has the capacity to protect his own interests in connection with such investment. Xxxxxx further acknowledges and understands that Platinum has never paid dividends on the Awarded Common Shares and does not anticipate paying dividends in the foreseeable future. 5.4 Xxxxxx acknowledges that the certificates for the securities comprising the Shares that Xxxxxx will receive will contain legends substantially as follows: Xxxxxx acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or of 1933, as amended, unless an exemption from such registration is available. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion aware of counsel for the Company. (v) Xxxxxx is familiar with the provisions of Rules Rule 144 promulgated under the Securities ActAct of 1933, whichas amended, in substance, permits that permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), purchased in a non-public offering private placement subject to the satisfaction of certain conditions. Xxxxxx understands expressly acknowledges and agrees that the Company provides no assurances as to whether Xxxxxx will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited Platinum is relying upon Xxxxxx’x representations contained in volume and take place only pursuant to brokered transactionsthis Agreement.