Representations by Undersigned Sample Clauses

Representations by Undersigned. Each of the undersigned (“Applicant(s)” or “Borrower(s)”) specifically represents to lender named in Loan Commitment or loan denial, and its agents, successors and assignees (“Lender”) that the information furnished herein is true and complete. Applicants agree to notify Lender promptly of any material change(s) to this information. Applicants agree that Lender can verify the information herein and any subsequently added, and provide any information requested by Applicants ’ creditors and insurance agents (“Creditors”). Creditors are authorized to provide all requested information to Lender. Applicants grant Lender and its assignees permission to obtain a credit report in connection with this application, to make a credit decision, review the account to determine continued eligibility, or collect on the Loan. Lender may disburse Loan proceeds directly to the entity from which Borrower will be purchasing agricultural inputs (“Dealer”) for the purpose requested herein and may share its credit decision, credit experience and any credit report with its actual or potential assignees, transferees, participants, or the Dealer. Xxxxxx will report credit and transaction experience to credit reporting agencies. The Dealer is not authorized to extend commitments for financing or change any terms thereof, including interest rate, and no discussion with Dealer may be construed as a commitment for financing. Lender is not responsible for any representation, guarantee, or warranty made by the Dealer, manufacturer or any other party in connection with the item(s) financed, nor shall Lender be liable for any breach thereof. The master note/security agreement (“Note”) contained herein and agreed to by Borrowers is conditional upon Lender granting credit. If approved, complete versions of the Agreement will be available upon request of the Primary Borrower either electronically or by mail. If denied, a separate letter will be issued by Xxxxxx, and the Note shall be null and void and will be returned on Applicants ’ written request. Each of the undersigned warrants and certifies they have authority to act and sign for any applicant entity as of the date below. The information contained herein is provided for the purpose of obtaining business (non-consumer) credit with the Lender on behalf of the undersigned. Each Borrower hereby certifies it is engaged in the business of commercial farming and all products purchased on credit or with Loan proceeds will be used exclusively for...

Representations by Undersigned. Each of the undersigned specifically represents to CHS Capital, LLC, dba CHSC MN, a Minnesota limited liability company, and its agents, successors and assigns (Lender) that the information provided in and with this application/note/security agreement is true, correct, and complete. The undersigned hereby authorizes the Lender and Lender’s agents, successors and assigns to make credit inquiries and background inquiries concerning the undersigned’s credit worthiness, credit standing and general reputation, including without limitation, the undersigned’s income tax records, motor vehicle records, credit reports, all public records, history of liens and judgments, bankruptcies, employment history, and references on any loan application and any loan resulting from said application (“Credit and Background Information”). Lender has permission to obtain a credit report for legitimate purposes in connection with this transaction, including making a credit decision, monitoring and collecting the account. Creditors, accountants/tax preparers, credit and employment references, government authorities and others (“Creditors”) are hereby authorized to provide copies of financial statements, tax returns, and other pertinent financial information and to disclose to Lender any information relative to any of my/our loans, accounts, purchases, other financial transactions, production or marketing information, or other pertinent information, whether past, present, or future. A copy of this authorization may be relied upon as an original authorization to release information to Lender. Lender and the Creditors are released from all claims for omissions which occur in verifying the information provided. The undersigned understand that this authorization is valid until the Lender/Borrower relationship ceases. The undersigned authorize Lender to sell, assign, transfer, grant participations or security interests in, or otherwise dispose of, any portion of the requested loan to affiliates, banks or other financial institutions. The Lender may disclose any information and documents regarding the Credit and Background Information of the undersigned and all other co-applicants and guarantors to any actual or potential transferees or guarantors. Such information may include, without limitation, financial information delivered to Lender pursuant to this application or in connection with Lender’s credit evaluation of this loan request. Lender may share its credit decision, its credit expe...

Representations by Undersigned. The undersigned represents and warrants to the Company as follows: (a) I have received from the Company, read and understand the provisions of each of the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999; and (ii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended December 31, 1999; and (iv) the Company's Form 10-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Form SB-2 Registration Statement filed with the Commission on April 18, 2000(File No. 333-35070); and (vi) the term sheet for this Offering dated June 5, 2000; and (vii) the Risk Factors section incorporated by reference herein in Section 3(i) hereof. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials". (b) I have relied only upon the information presented and contained in the Offering Materials. I have 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 Units offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) I understand that I am subscribing for Units without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence. (d) I understand (i) that the Common Stock has not been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) that I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because the Common Stock may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under the Act, and to use its best eff...

Representations by Undersigned. The undersigned acknowledges and represents as follows: (a) the undersigned has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the prospective purchase of the Units. (a) the undersigned has obtained, to the extent, he deems necessary, his own personal professional advice with respect to the risks inherent in the investment in the Units, the suitability of the investment in the Units in light of his financial condition and investment needs, and the tax consequences of such an investment. (b) the undersigned believes that the investment in the Units is suitable for him based upon his investment objectives and financial needs, and the undersigned has adequate means of providing for his current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Units. (c) the undersigned is able to bear the economic risk of an investment in the Units, and the total loss of his investment. (d) The undersigned has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the terms and conditions of the offering of the Units and to obtain any other additional information, to the extent reasonably available, regarding the Company. (e) the undersigned recognizes that the Company is a startup company with an operating history and that the Units as an investment involve a high degree of risk including, but not limited to, the risk of loss of the undersigned's entire investment. (f) the undersigned realizes that (i) the purchaser of the Units may have to bear the economic risk of investment for an indefinite period of time. (ii) there is presently no market for the Units and no public or private market for the Units is expected to develop, and (iii) there are restrictions on the transfer of the Units, and the undersigned understands that he may not be able to liquidate his investment in the Units in the event of an emergency or pledge the Units as collateral security for loans. (g) The undersigned represents and warrants that the Units are being purchased for his own account, that he has made no agreement with others regarding the Units, and that his financial condition is such that it is not likely that it will be necessary to dispose of the Units in the foreseeable future. (h) the undersigned, if oth...

Representations by Undersigned. The undersigned represents and warrants as follows: (a) He has received a copy of the Summary; has read the Summary (including any and all amendments and addendums thereto) and the Exhibits thereto relating to the offering of the Shares, and has relied only on the information contained therein or otherwise provided to him in writing by the Company, and agrees to be bounds by all the terms contained therein. (b) He understands that he is subscribing for the Shares without being furnished any offering material other that the Summary, and that he has had an unrestricted opportunity to obtain additional information concerning the terms and conditions of this offering, the Company, and any other matters relating directly or in directly to this purchase of the Shares, or as may be necessary to verify the accuracy of the information contained in the Summary or as otherwise provided. (c) He understands that the Shares have not been registered under the Securities Xxx 0000, as amended ("Act"), pursuant to regulation S promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") relating to the offer and sale of securities outside the United States, and he has no right to require such registration (legends will be placed on nay certificates evidencing the Shares with respect to restrictions on distribution, transfer, resale, assignment or subdivision of the Shares imposed by federal securities laws). In addition, he understands that the SEC has not approved or disapproved these securities, nor has it passed upon or endorsed the merits of this offering, or the accuracy or adequacy of the documents provided by the Company. (d) The Shares are being purchased him for his own account, as principal, for investment and not with the view toward or for resale in connection with the distribution of a security. (e) He or his agents or investment advisers have such knowledge and experience and financial and business matters that will enable him to utilize information of made available to him in connection with the offering of the Shares to evaluate the risks of the prospective investment and to make an informed investment decision. (f) He recognizes that the Company has a limited financial and operating history, and that the Shares as an investment and involve special risks. (g) He realizes that the Shares cannot be readily sold as there will be no public market, and that he may not be able to sell or dispose of the Shares and therefore he must not purchase the...

Representations by Undersigned. The undersigned represents and warrants the following to be true and correct: (a) the undersigned has received and carefully read the Prospectus. (b) the undersigned acknowledges and understands that no U.S. federal or state agency, nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the shares; (c) the undersigned recognizes that an acquisition of the Company's shares involves a high degree of risk; (d) if an individual, the undersigned is 21 years of age or over and is a bona fide resident of the state or province set forth in the residence address which such individual has set forth below; and (e) all of the representations of the undersigned herein are true and accurate, and the Company and the officers and directors of the Company will and may, without further investigation, rely on such representations.

Representations by Undersigned. The undersigned represents and warrants to the Company that (i) the information contained herein is complete and accurate and may be relied upon by the Company, and (ii) the undersigned will notify the Company of any material change in any of the information occurring before the closing of the purchase of the Interests by the undersigned. (a) I understand that the following information regarding my qualification as a purchaser of the Interests will be treated confidentially. However, I agree that the Company may present such information to such parties as management deems appropriate if called upon to establish that the proposed offer and sale of the Interests is exempt from registration under the Securities Act or meets the requirements of applicable state securities laws, or as otherwise required by law. (b) I understand that such representations are made for the purpose of qualifying me as an “accredited investor” as that term is defined in Regulation D as promulgated by the Securities and Exchange Commission. I hereby represent that the statement or statements marked below are true and correct in all respects. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages.

Representations by Undersigned. The undersigned acknowledges and represents as follows: (a) Not a U.S. Person: the Investor: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("REGULATION S") under the United States SECURITIES ACT OF 1933 (the "U.S. ACT"), which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the shares of Common Stock for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor set forth hereinbelow; and (iii) was not offered any shares of Common Stock in the United States and was outside the United States at the time of execution and delivery of this Agreement; (b) No registration and sales under Regulation S: the Investor acknowledges that the shares of Common Stock have not been registered under the U.S. Act and the Corporation has no obligation or present intention of filing a registration statement under the U.S. Act in respect of the shares of Common Stock. The Investor agrees to resell the shares of Common Stock only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the shares of Common Stock may not be conducted unless in compliance with the U.S. Act. The Investor understands that any certificate representing the shares of Common Stock will bear a legend setting forth the foregoing restrictions. The Investor understands that the shares of Common Stock are restricted within the meaning of "RULE 144" promulgated under the U.S. Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the shares of Common Stock by the Investor, and even then will not be available unless (i) a public trading market then exists for the common stock of the Corporation, (ii) adequate information concerning the Corporation is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the shares of Common Stock may be made by th...

Representations by Undersigned. The undersigned represents and warrants to each of Parent and Acquisition as to himself only that: (a) The undersigned, alone or together with his professional advisors, has such knowledge and experience in financial and business matters and, in particular, concerning investments, as is necessary to enable him to evaluate the merits and risks of making an investment in shares of the Parent Common Stock (the "Shares"). (b) The undersigned has no immediate need for liquidity in the Shares and is able to bear the risk of making an investment in the Shares until the Seller is permitted to dispose of the Shares pursuant to the Registration Statement or as otherwise permitted under the Merger Agreement. (c) The Shares being issued to the undersigned in connection with the Merger are being acquired by the undersigned for investment purposes only, for the undersigned's own account and not with a view to the offer, sale or distribution thereof, provided, however, that, in the event that such Shares are registered on a Registration Statement under the Securities Act for resale as contemplated by the Merger Agreement, the undersigned may, at its sole discretion, offer and sell all or any portion of such shares pursuant to such Registration Statement, subject, however, to compliance with any applicable state, securities or other law. The undersigned has not taken, nor will the undersigned take or cause to be taken any action, that would cause the undersigned to be deemed to be an "underwriter," as defined in Section 2(11) of the Securities Act, with respect to those Shares, except in connection with the offer and sale of such shares pursuant to such Registration Statement. (e) If the undersigned is an individual, the address set forth below for the undersigned is the true residence of the undersigned. If the undersigned is a corporation, trust, partnership or other entity, the undersigned has its principal place of business at the address set forth below and was not organized for the specific purpose of acquiring any of the Shares.

Representations by Undersigned. The undersigned represents and warrants the following to be true and correct: (a) the undersigned has received the prospectus and has read and analyzed it. (b) the undersigned acknowledges and understands that no U. S. federal or state agency, nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the shares ; (c) the undersigned recognizes that Twinview, Inc. is newly formed, has no history of operations, revenues or profits and that acquisition of the shares as an investment involves a high degree of risk; (d) if an individual, the undersigned is 21 years of age or over and is a bona fide resident of the state set forth in the residence address which such individual has set forth below; (e) the undersigned is capable of bearing the high degree of economic risk associated with an investment in the shares, including the possible complete loss of all invested funds; (f) all of the representations of the undersigned herein are true and accurate, and that Twinview, Inc. and the officers and directors of Twinview, Inc. will and may, without further investigation, rely on such representations.