Representations by the Undersigned Clause Samples
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Representations by the Undersigned. The undersigned hereby makes the following representations, warranties, covenants or acknowledgements:
(a) He has relied only on the information contained in the qualified Offering Circular delivered electronically to the undersigned, and such other information and documents otherwise provided to him in writing by the Company, access to which has been provided by an authorized representative of the Company, and he has relied on no other representations, written or oral;
(b) He is an Accredited Investor, as defined below: PLEASE CHECK AS MANY BOXES THAT APPLY: o He is a natural person whose individual net worth, or joint net worth with his spouse, exceeds $1,000,000 (excluding the value of his primary residence), and either he is able to bear the economic risk of investment in the Shares or this investment does not exceed 10% of his net worth or joint net worth with his spouse; o He is a natural person who had individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year, and either he is able to bear the economic risk of investment in the Shares or this investment does not exceed 10% of his net worth or joint net worth with his spouse; or o It is an organization described in section 501 (c)(3) of the Internal Revenue Code of 1986 as amended, (i.e., tax exempt entities), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000; o It is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchases are directed by a sophisticated person as described under the first alternative under Category A above; o It is a bank as defined in section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; o It is a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; o It is an insurance company as defined in section 2(13) of the Securities Act; o It is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; o It is a Small Business Investment Company licens...
Representations by the Undersigned. The undersigned represents and warrants as follows:
a. The undersigned has carefully reviewed and understood this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents");
b. The undersigned is purchasing the Shares based solely on the Subscription Documents;
c. The undersigned recognizes that the Shares have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering;
d. The undersigned is acquiring the Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
e. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws;
f. The undersigned represents it is an Accredited Investor as defined in Regulation D promulgated under the Act.
g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves risks;
h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to...
Representations by the Undersigned. 3.1 The Undersigned understands and agrees that the Company is relying and may rely upon the following representations, warranties and acknowledgments made by the Undersigned.
Representations by the Undersigned. The undersigned represents and ----------------------------------- warrants as follows:
a. The undersigned is purchasing the Shares without being furnished any offering literature or prospectus;
b. The undersigned recognizes that the Shares of Common Stock have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless resale of is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the fairness of the terms of the offering; the undersigned may not sell the Shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
c. The undersigned is acquiring the Shares for his own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he does not presently have any reason to anticipate any change in his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
d. The undersigned acknowledges as follows:
(i) I am an Accredited Investor because I meet one of the ----- following items:
Representations by the Undersigned. The undersigned represents and warrants as follows (please select only one from (i) through (iii) below [selecting more than one from (i) though (iii) below will invalidate this subscription]):
(i) __X__ I am an Accredited Investor because I meet one of the following items: · is a natural person who has an individual net worth, or joint net worth with that person's spouse of more than $1,000,000; or · is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or · is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; or · any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or · is an insurance company as defined in Section 2(13) of the 1933 Act; or · is an investment company registered under the Investment Company Act of 1940; or · a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or · is a Small Business Investment Company licensed by the U. S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or · is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a "plan fiduciary" (as defined in Section 3(21) of such act) which is either a bank, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directive plan, its investment decisions are made solely by persons that are accredited investors; or · is a "private business development company" as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or · is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or · any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as defin...
Representations by the Undersigned. The undersigned, for himself if purchasing in his individual capacity, or on behalf of an entity, represents and warrants as follows:
a. The undersigned acknowledges that he has reviewed all of the corporate and financial records of the Company requested by him and to his complete satisfaction. The undersigned has been provided access to all information requested in evaluating his purchase of the Units.
b. The undersigned, or the individual representing the undersigned entity, if applicable, has been given and has acted upon the opportunity to ask questions and receive answers from the president and chief financial officer of the Company relating to the corporate and financial records of the Company and to the terms and conditions of the Offering, and to obtain any additional information necessary to verify the accuracy of the information made available to him.
c. The undersigned is purchasing the Units based solely upon an independent review of the books and records of the Company by the undersigned, or the individual representing the undersigned entity, if applicable.
d. The Units for which the undersigned hereby subscribes will be acquired for the undersigned's own account for investment and not with the view toward resale or redistribution in a manner which would require registration under the Securities Act or any state securities law, and the undersigned does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the undersigned to sell the Units, or the component parts thereof.
e. The undersigned, or the individual representing the undersigned entity, if applicable, 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 Units or (if applicable) the undersigned and his Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment.
f. The Units, as well as the component parts thereof, will be restricted securities as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act. As a result, such Units, as well as the component parts thereof, will bear a restrictive legend and will be subject to certain requirements on resale, including a minimum holding period, limitations upon the amount and manner of sales, and certain...
Representations by the Undersigned. The Investor represents and warrants that the Investor:
(a) has received the Prospectus of the Partnership dated April 28, 2000;
(b) understands that no federal or state agency has made any finding or determination as to the fairness for public investment in, nor any recommendation nor endorsement of, the Units;
(c) understands that Units are offered for a minimum investment of $2,000 ($2,500 for residents of North Carolina);
(d) understands that there will be no public market for the Units, that there are substantial restrictions on repurchase, sale, assignment or transfer of the Units, and that it may not be possible readily to liquidate this investment;
(e) has (i) a minimum net worth (exclusive of home, home furnishings, and automobiles) of $45,000 ($30,000 in the States of California and Oregon and $50,000 in the State of Washington), plus an annual gross income of at least $45,000 ($30,000 in the States of California and Oregon and $50,000 in the State of Washington); or (ii) minimum net worth (exclusive of home, home furnishings, and automobiles) of $150,000 ($75,000 in the States of California and Oregon); or (iii) if purchasing for a fiduciary account, the minimum standards in (i) or (ii) above are met by the beneficiary, the fiduciary account, or by a donor or grantor who directly or indirectly supplies the funds to purchase the Partnership Units if the donor or grantor is the fiduciary;
(f) if an individual, has attained the age of majority (as established in the state in which domiciled), and, in any event, is under no disability with respect to entering into a contractual relationship with the Partnership;
(g) if a trustee, is the trustee for the trust on behalf of which it is purchasing the Units, and has due authority to purchase Units on behalf of the trust;
(h) fully indemnifies and holds harmless the Partnership, the General Partner, and its Affiliates from any and all claims, actions, causes of action, damages, and expenses (including legal fees and expenses) whatsoever which may result from a breach or alleged breach of any of the representations by Investor contained herein.
Representations by the Undersigned. The undersigned hereby makes the following representations, warranties, covenants or acknowledgements:
(a) He has relied only on the information or documents otherwise provided to him in writing by the Company, access to which has been provided by an authorized representative of the Company, and he has relied on no other representations, written or oral;
(b) He meets the purchaser suitability requirements because he meets one of the following requirements: PLEASE CHECK AS MANY BOXES THAT APPLY: CATEGORY A (non-U.S. Person) [ ]