Representations by Investor Sample Clauses

Representations by Investor o The Investor agrees that the Investor shall not, under any circumstances hold the IFA responsible for any data loss, or leakage of data, information or passwords of the Investor provided the same is not caused due to the negligence of the IFA. o The Investor acknowledges that the consolidated holding statement provided by the IFA is based on the feeds received from the Investee or their Agents and shall not hold the IFA responsible or liable for any errors in the consolidated holding statement. o The Investor shall neither hold the IFA responsible or liable for any damages caused due to the Investment decisions made by the Investor based on the recommendations / advice offered by the IFA. o The Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc. The Investor hereby confirms that he is aware that the cut-off timing mentioned on the Investee Websites may be prior to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The Investor is aware that the IFA has entered into various agreements with various Third Party Service Providers to enable the Investor to execute the transactions smoothly, copies of which will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible or liable for the transactions initiated by the Investor on the websites of the various AMC‟s, due to non-availability of the websites of the various AMC‟s or due to the failure of the Payment Gateway offered by the IFA, provided the same is not caused due to the negligence of the IFA. o The Investor declares that the Investor has complied with and shall at all times remain in Compliance with all applicable laws, rules, regulations, etc. of any designated authority. o The Investor hereby authorizes the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes to execute all such documents as required by the Investee for such authorization. o The Investor confirms that they are aware that the Investee shall share infor...
Sample 1See All (5)
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Representations by Investor. Investor represents and warrants to the Company as follows: a) Investor has relied only upon the information presented and contained in the Term Sheet provided by the Company ("Offering Materials"). Investor has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Common Stock offered by the Offering Materials and has received answers which Investor considers to be reasonably responsive to such questions. Investor has had the opportunity to verify the accuracy of the information contained in the Offering Materials.
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Representations by Investor. In consideration of the Company’s issuance of Series C Preferred, Investor makes the following representations and warranties to the Company and to its principals, which warranties and representations shall be true and accurate as of the date of this Agreement and the issuance of the Additional Share and shall survive any issuance of Series C Preferred by the Company hereunder: (a) Prior to the time of purchase of any share of Series C Preferred, Investor has carefully reviewed this Agreement, and the Company’s filings with the Securities and Exchange Commission (the foregoing materials, together with this Agreement and any documents which may have been made available upon request as reflected therein, collectively referred to as the "Public Information"). Investor has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Investor’s understanding of the terms thereof and of the Company’s business and status thereof. (b) Investor acknowledges that Investor has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the shares of Series C Preferred. (c) The shares of Series C Preferred are being purchased for Investor’s own account for long-term investment and not with a view to immediately re-sell the shares of Series C Preferred. No other person or entity will have any direct or indirect beneficial interest in, or right to, the shares of Series C Preferred. Investor or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Investor to utilize the information made available to it in connection with the purchase of the shares of Series C Preferred to evaluate the merits and risks thereof and to make an informed investment decision. (d) Investor hereby acknowledges that the issuance of the shares of Series C Preferred has not been reviewed by the United States Securities and Exchange Commission (the "SEC") nor any state regulatory authority since the issuance of the shares of Series C Preferred is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Investor acknowledges that the shares of Series C Preferred have not been registered under the Securities Ac...
Sample 1
Representations by Investor. The Investor hereby represents and warrants to, and agrees as follows: a. the Investor has the authority to complete the transactions contemplated by this Agreement; b. the Investor can bear the economic risk of this transaction; c. the Investor is making an investment in the Note for its own account, and not with a view to resell in connection with a distribution of the shares of Common Stock underlying the Note in any manner; d. The Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act and meets the criteria contained in the Accredited Investor Affirmation included herein. The Investor has read and understands the representations contained in the Accredited Investor Affirmation, and has completed and signed the Accredited Investor Affirmation; e. the Investor has sufficient knowledge and experience in business and financial matters to evaluate, and has evaluated, the merits and risks of this investment; and f. The Investor has had the opportunity to ask questions of, and receive answers from the Company concerning the terms of an investment in the Note and the Shares and to receive additional information necessary to verify the accuracy of the information delivered to the Investor.
Sample 1
Representations by Investor. The Investor represents, warrants and agrees as follows:
Sample 1
Representations by Investor. Investor represents and warrants to the Company as follows: a) Investor has relied only upon the information presented and contained in the Term Sheet provided by the Company ("Offering Materials") and the INVESTOR HAS READ AND UNDERSTANDS THE INFORMATION CONTAINED IN THE COMPANY'S PROSPECTUS, FORM 10 SB REGISTRATION AND RELATED FILINGS UNDER THE SECURITIES ACTS OF 1933 AND 1934, WHICH ARE AVAILABLE ON THE SEC'S WEBSITE REFERRED TO ABOVE. Investor has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Common Stock offered by the Offering Materials and has received answers which Investor considers to be reasonably responsive to such questions. Investor has had the opportunity to verify the accuracy of the information contained in the Offering Materials.
Sample 1
Representations by Investor. Investor represents and warrants to the Company as follows: a) Investor has relied only upon the information presented and contained in the Term Sheet provided by the Company ("Offering Materials") and the Investor has read and understands the information contained in the Company's Prospectus, Form 10 SB Registration and related filings under the Securities Acts of 1933 and 1934, which are available on the SEC's website referred to above. Investor has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Common Stock offered by the Offering Materials and has received answers which Investor considers to be reasonably responsive to such questions. Investor has had the opportunity to verify the accuracy of the information contained in the Offering Materials.
Sample 1
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Representations by Investor. The Investor acknowledges that he or she has received and read the current prospectus for each Fund in which his or her Custodial Account is invested and the Individual Retirement Account Disclosure Statement
Sample 1

Related to Representations by Investor

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment 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 of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. (b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Regulation D thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. (d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties of Investor Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of a Note as follows:

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

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