Common use of Representations of Assignor Clause in Contracts

Representations of Assignor. Assignor represents as follows: a) The Securities to be received by Assignor will be acquired for investment for such Assignor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Assignor has no present intention of selling, granting any participation in, or otherwise distributing the same. b) Assignor has had an opportunity to ask questions and receive answers from Assignee regarding the terms and conditions of the offering of the Securities. c) Assignor understands that the Securities that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Act and applicable state securities laws, except in certain limited circumstances. In this connection, Assignor represents that it is familiar with Rule 144 under the Act, and understands the resale limitations imposed thereby and by the Act. Assignor understands that Assignee is under no obligation to register any of the securities sold hereunder. d) Assignor understands that the certificates evidencing the Securities shall bear the following legend (or one similar thereto), as well as any other legend as may be required by applicable federal and state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT THEN IN EFFECT AND EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

Representations of Assignor. Assignor represents to Assignee as follows: a) a. The Securities to be received Lease and the Sublease attached hereto as Exhibit A, and Exhibit B, respectively, are true, correct and complete copies of the Lease and the Sublease; b. The Lease and the Sublease are in full force and effect and have not been modified, amended or supplemented except as set forth therein; c. Other than the Lease, there are no other agreements, whether written or oral, between Landlord and Assignor regarding the Premises or Assignor's obligations thereunder; d. Other than the Sublease and that certain Easement Agreement between Sublessee and Tenant dated as of November 22, 2000, there are no other agreements, whether written or oral, between Assignor and Sublessee regarding the Subleased Premises or Assignor's or Sublessee's obligations thereunder; e. No default or breach by Assignor will be acquired for investment for such or Landlord has occurred and is continuing under the Lease, and no event has occurred and is continuing which, with or without the giving of notice or the lapse of time, or both, would constitute a default thereunder; f. No default or breach by Assignor or Sublessee has occurred and is continuing under the Sublease, and no event has occurred and is continuing which, with or without the giving of notice or the lapse of time, or both, would constitute a default thereunder; g. The current term of the Lease expires on December 15, 2006, unless sooner terminated (or extended) as provided in the Lease; h. The current term of the Sublease expires on December 14, 2006, unless sooner terminated (or extended) as provided in the Sublease; and i. To Assignor's own accountknowledge, not as neither Landlord nor Sublessee has filed a nominee petition in bankruptcy or agent, and not with a view has been subject to an involuntary petition in bankruptcy which has been dismissed or made an assignment for the resale or distribution benefit of any part thereof, and Assignor has no present intention of selling, granting any participation in, or otherwise distributing the samecreditors. b) Assignor has had an opportunity to ask questions and receive answers from Assignee regarding the terms and conditions of the offering of the Securities. c) Assignor understands that the Securities that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Act and applicable state securities laws, except in certain limited circumstances. In this connection, Assignor represents that it is familiar with Rule 144 under the Act, and understands the resale limitations imposed thereby and by the Act. Assignor understands that Assignee is under no obligation to register any of the securities sold hereunder. d) Assignor understands that the certificates evidencing the Securities shall bear the following legend (or one similar thereto), as well as any other legend as may be required by applicable federal and state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT THEN IN EFFECT AND EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

Representations of Assignor. Assignor hereby represents and warrants to Assignee as follows, which representations and warranties shall be deemed repeated at all times up to and through delivery of the Total Purchase Price by Assignee in accordance with Section 1 of this Agreement above, and as of each and every day during which Assignee thereafter remains in possession, and the beneficial owner, of the Subject Debt: (a) Assignor has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. (b) Upon delivery in executed form to Assignee, this Agreement shall have been duly executed and delivered by Assignor and have become the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms. (c) The Securities execution and delivery of this Agreement by Assignor, and the consummation of the Subject Transaction, will not conflict with or violate any law, regulation, court order, judgment or decree applicable to be either Assignor or any agreement to which Assignor is a party. (d) Each of the statements set forth in the recitals to this Agreement relating to Assignor are all true and correct, and all other statements set forth in the recitals are also true and correct. (e) The Subject Debt was received by Assignor will be acquired in exchange for investment for such a loan provided to the Debtor by Assignor's own account, not as a nominee or agent, and since its origination on October 24, 2012, has been, a bona fide, valid and enforceable non-contingent, unconditional, liquidated obligation owed to Assignor by Debtor for value by then received, and there have not with a view to the resale arisen and are not now any rights of set-off that have accrued, and no obligations or distribution liabilities of any part thereofkind remaining due or outstanding from the Assignor that are or could in any way be reasonably construed to be a condition to either the validity or collection of the Subject Debt or enforceability of all or any portion of the Subject Debt, and, by purchasing the Subject Debt, and Assignee shall in no way become obligated under any other agreements of any kind between Assignor has no present intention of selling, granting and Debtor or any participation in, or otherwise distributing the samethird party. b(f) Assignor has had an opportunity not heretofore sold, assigned, conveyed, pledged, or granted any option to ask questions and receive answers from Assignee regarding the terms and conditions purchase or acquire, all or any portion of the offering Subject Debt to any third party and, as of the Securitiesdate hereof, has good title to the entirety of the Subject Debt, free and clear of any liens, encumbrances, liabilities and/or adverse claims, of every nature and description, and has the full right, power and authority to sell, convey and assign the entirety of the Subject Debt to any third party of its choosing for any agreed-upon amount or other consideration in its sole and exclusive discretion. c(g) Upon consummation of the Subject Transaction, the amount of Debtor debt held by Assignor understands shall be zero. (h) With an understanding on the part of Assignor that the Securities that it representations made herein may be relied upon in issuing a formal opinion as to the legal compliance with Rule 144 of the Subject Transaction: (i) It is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering understood and that under such laws and applicable regulations such securities may not be resold without registration under the Act and applicable state securities lawsacknowledged that, except in certain limited circumstances. In this connection, Assignor represents that it is familiar with for purposes of Rule 144 under the ActSecurities Act (“Rule 144”), and understands securities compliance of the resale limitations imposed thereby Subject Transaction in accordance therewith, a “beneficial owner” of a given security means “the power to direct or cause the direction of management and policies of a person, whether through stock ownership, by contract, or otherwise and that, as of the Act. date hereof, Assignor has been the “beneficial owner” of the Subject Debt for a continuous, uninterrupted period of not less than twelve (12) months. (ii) It is understood and acknowledged that, for purposes of Rule 144 and securities compliance of the Subject Transaction in accordance therewith, an “affiliate” (sometimes referred to as a “control person”) is anyone deemed to be in a position of actual control or potential control (that is, through the right to control) of the issuer (in this case, the Debtor), and specifically includes anyone who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Debtor where “control” is understood to mean possession of the power to direct or cause the direction of management and policies of the Debtor, whether through stock ownership, contract rights, or otherwise, and, further, that the following individuals are necessarily presumed to be “affiliates”: a. Presidents or other chief executive officers of the Debtor; b. Vice-presidents and other officers of the Debtor with senior executive level functions within the Debtor; c. Members of the Debtor’s board of directors; d. Any “beneficial owner” of shares constituting, or convertible as of the date into shares constituting, 10% or more of the common stock of the Debtor; and e. Any “affiliate’s” relative or spouse, or any relative of such spouse, living in the same home as such “affiliate”; and neither Assignor nor any of its own directors, officers, or “affiliates,” are, or have been during the ninety (90) days immediately preceding the date hereof, an “affiliate” of Debtor for purposes of Rule 144. (i) The Assignor understands that Assignee it would constitute what is under widely referred to as a “gypsy swap,” which are deemed unlawful schemes to evade the registration requirements of the Securities Act, if it were, by pre-arrangement or otherwise, to reinvest all or any portion of the proceeds of the Subject Transaction realized by it, directly or indirectly, and no obligation matter the sequence or timing of any such transactions, into Debtor, and has neither been involved in, privy to, nor otherwise has any knowledge of any such arrangements or understandings in connection with the Subject Transaction. (j) As of the date hereof, Assignor is not aware of, nor is there any reasonable basis for Assignor to register have become aware of, any past, existing or threatened investigation, action, or proceeding by the U.S. Securities and Exchange Commission (the “SEC”) or any other federal or state securities regulatory authority of either Debtor or Assignor, and/or any of the securities sold hereundertheir respective officers, directors or other “affiliates” (as defined above). d) Assignor understands that the certificates evidencing the Securities shall bear the following legend (or one similar thereto), as well as any other legend as may be required by applicable federal and state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT THEN IN EFFECT AND EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."