Representations of each Lender. Effective as of the date of execution hereof, as of each Closing Date and as of each Funding Date, each Lender represents and warrants to the Lessor and to the Lessees as follows:
Representations of each Lender. (a) No Lender Covered Entity is a Sanctioned Person and (b) the funds used to fund Advances, to the extent received from such Lender, are not derived from any unlawful activity. Each Lender covenants and agrees that it shall promptly notify the Servicer in writing upon obtaining actual knowledge of the occurrence of a Reportable Compliance Event with respect to any Lender Covered Entity, except to the extent such notice is prohibited by Applicable Law.
Representations of each Lender. Each Lender, severally and not jointly, hereby represents and warrants to the Parent and the Borrower as follows:
a. Such Lender is acquiring the Shares to be issued to such Lender for his own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and has no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Shares or any part thereof.
b. Such Lender has been advised by the Parent that (i) the Shares are being issued and sold by the Parent pursuant to an exemption from registration provided under Section 4(2) of the Securities Act and/or Regulation D under the Securities Act and neither the offer nor sale of any Shares has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in the Shares unless subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) when and if the Bonus Shares may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (iv) if the Rule 144 exemption is not available, public offer or sale of any Shares without registration will require the availability of another exemption under the Securities Act; (v) a restrictive legend in a form satisfactory to the Parent shall be placed on the certificates representing the Shares; and (vi) a notation shall be made in the appropriate records of the transfer agent for the Shares indicating that the Shares are subject to restrictions on transfer.
c. Such Lender is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act and has such knowledge, skill and experience in business, f...
Representations of each Lender. As of the Closing Date, the Lender represents and warrants to the Lessor and to the Lessee as follows:
Representations of each Lender. Each Lender hereby represents to each Loan Party that with respect to each Advance either (a) no portion of the assets used by such Lender for such Advance constitutes Plan Assets or (b) the Advance satisfies the requirements of a Department of Labor prohibited transaction class exemption.
Representations of each Lender. Effective as of the date of execution hereof, as of each Closing Date and as of each Funding Date, each B Lender represents and warrants to the Lessor and to the Lessees as follows:
Representations of each Lender. The Lender represents and warrants to ENDV that: (i) it is the sole holder of the note(s) set forth as its note(s) on referred to below its signature; (ii) that the principal and interest as set forth on the signature page hereof is true and correct as of the date hereof; (iii) that the note(s) set forth as such Lender’s note(s) on the signature page hereof are either not in default as of the date hereof or any prior default is hereby irrevocably waived by Lender; and (iv) the execution and delivery of this agreement has been duly authorized by it and upon execution and delivery it will be duly bound hereby.
Representations of each Lender. Each Lender severally represents to Holdings (solely as to itself and not as to any other Lender) as follows:
(a) Lender (i) is an "Accredited Investor," as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), (ii) has such knowledge, skill and experience in securities, business and financial matters and investments generally, based on actual participation, that it is capable of evaluating the merits and risks of an investment in Holdings and the suitability thereof as an investment for Lender, and (iii) has reviewed the offering letter dated March 20, 2001, and all its attachments, has received from Holdings and the Borrower such other documents and information that it has requested and has had adequate opportunity to ask questions of and receive answers from Holdings' and the Borrower's officers, directors and representatives concerning the terms and conditions of the investment proposed herein and the business, financial condition, properties, operations, prospects and proposed acquisitions, and all such questions have been answered to Lender's full satisfaction.
Representations of each Lender. Effective as of the date of execution hereof, as of each Closing Date and as of each Funding Date, each Lender represents and warrants to the Lessor and to the Lessee as follows: (ai Securities Act. The interest being acquired or to be acquired by such Lender in the Funded Amounts is being acquired for its own account, without any view to the distribution thereof or any interest therein, provided that such Lender shall be entitled to assign, convey or transfer its interest in accordance with Section 6.2. Such Lender is an accredited investor as that term is defined in Rule 501(a) under the Securities Act. (bi Employee Benefit Plans. Such Lender is not and will not be making its investment hereunder, and is not performing its obligations under the Operative Documents, with the assets of an "employee benefit plan" (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or "plan" (as defined in Section 4975(e)(1)) of the Code.
Representations of each Lender
