Representations of Noteholder Sample Clauses

Representations of Noteholder. The Noteholder represents and warrants to the Company that: (i) Noteholder has, and at the time immediately prior to the First Closing Date it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever; (ii) Noteholder has strictly complied with the terms of the Note Purchase Agreement at all times; and
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Representations of Noteholder. The Noteholder represents and warrants to the Company that: (i) Noteholder has, and at the time immediately prior to the First Closing Date it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever; (ii) Noteholder has strictly complied with the terms of the Note Purchase Agreement at all times; and (iii) Noteholder is not a party to or bound by any agreement, or any judgment, decree or ruling of any governmental authority, affecting or relating to Noteholder’s right to convert the Note.
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Representations of Noteholder. Noteholder hereby acknowledges, agrees, represents, warrants and covenants to the Company that: a. This Agreement constitutes Noteholder’s valid and legally binding obligation, enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. b. The transactions contemplated hereby will constitute an investment for Noteholder’s own account, and not with a view to the resale or distribution of any part thereof. c. Noteholder has no present intention of selling, granting any participation right in, or otherwise distributing any portion of this investment to any party, including, without limitation, any Warrant Shares issuable upon the exercise of the Warrant. d. Noteholder has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement, the Note and the Warrant, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof and thereof. e. Noteholder qualifies as an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (as amended).
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Representations of Noteholder. Noteholder hereby represents and warrants to the Company as follows: (a) Noteholder is duly organized, validly existing and in good standing under the laws of Noteholder's jurisdiction of organization; (b) Noteholder has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement and the performance by Noteholder of its obligations hereunder have been duly authorized by all necessary action; (d) this Agreement has been duly executed and delivered by Noteholder and constitutes the valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms; (e) as of the date hereof, Noteholder is the beneficial owner of, or holder of investment authority over, Old Notes in the aggregate principal amount set forth below such Noteholder's name an the signature page hereof (the "Noteholders Old Notes"), and beneficially owns, or has investment authority over, no other Old Notes, and the registered holder and custodial party for the Noteholder's Old Notes are as set forth on the signature page hereof; (f) Noteholder has received and reviewed this Agreement and all schedules and exhibits hereto, and, assuming the representations of the Company herein to be true and correct, has received all such information as it deems necessary and appropriate to enable it to evaluate the financial risk inherent in the New Notes;
Sample 1
Representations of Noteholder. (a) For purposes of this Agreement, the Noteholder is the beneficial owner of Two Million Four Hundred Thousand Dollars ($2,400,000) in aggregate principal amount of the 5 3/4% Convertible Subordinated Notes of the Company due 2004 (the "Notes"), and the Noteholder has full power and authority to assign and transfer all such Notes. The Noteholder has good title to the Notes, free and clear of any liens, pledges, security interests, claims or other encumbrances and any options, warrants, or rights to acquire any of the Notes, in each case, that would prevent or materially impair the performance of the obligations of the Noteholder under this Agreement. (b) The Noteholder understands that the Notes Exchange (as hereinafter defined) involves substantial risk. The Noteholder has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of the investment in the capital stock contemplated hereby, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of this investment in the Company's capital stock and protecting its own interests in connection with this investment. The Noteholder is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (c) The Noteholder is acquiring the shares of capital stock in the Notes Exchange for its own account and for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. (d) The Noteholder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and the opportunity to review the Company's business plan. The Noteholder has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Noteholder acknowledges that it has had an opportunity to conduct its own independent due diligence investigation of the Company. (e) Neither the Noteholder nor any of its affiliates, officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated by this Agreement. (f) There are no actions, suits, arbitrations or proceedings pending, or to the knowledge of the Noteholder, threatened, before any court or a...
Sample 1
Representations of Noteholder. In connection with the transactions contemplated hereby, the Noteholder represents and warrants to the Company that: (a) The Noteholder has, and at the time immediately prior to the Closing Date, it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever. (b) This Agreement has been duly authorized, executed and delivered by the Noteholder and constitutes a valid and binding agreement of the Noteholder enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (c) The execution and delivery of this Agreement by the Noteholder and the performance by the Noteholder of any obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) will not violate any Laws applicable to the Noteholder and (iii) will not violate or breach any contractual obligation to which the Noteholder is a party. (d) The Noteholder is acquiring the Common Stock for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that by making the representations herein, the Noteholder reserves the right to dispose of the Common Stock at any time in accordance with or pursuant to an effective registration statement covering such Common Stock or an available exemption under the Securities Act. (e) The Noteholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D, as promulgated under the Securities Act. (f) The Noteholder and its advisors, if any, (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company; (ii) has received or has been provided access to all material information co...
Sample 1
Representations of Noteholder. In entering into this Agreement, you acknowledge, represent, warrant, and agree with the Company, as follows: (a) No consent, approval, authorization, or order of any court or governmental agency or body is required for, and no statutory waiting period is required to expire before the execution and delivery by you of this Agreement or the consummation by you of the transactions contemplated hereunder other than those which have been obtained or will be obtained prior to or at the purchase of the Note. (b) The purchase of the Note by you hereunder and the performance of this Agreement will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, or any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which you are a party or by which you are bound, the certificate or articles of incorporation or bylaws of the undersigned if the undersigned is a corporation, the partnership agreement of the undersigned if the undersigned is a partnership, the trust instrument of the undersigned if the undersigned is a trust, the will and letters testamentary of the undersigned if the undersigned is an estate, or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the undersigned or the property of the undersigned. (c) You are acquiring the Note for your own account as a principal, for investment purposes only, and not with a view to or for resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Note. (d) You acknowledge that the offering and sale of the Note is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Act"), and under the securities or Blue Sky laws of the states in which the Note will be offered. You represent and warrant to, and agree with, the Company that you have the financial ability to bear the economic risk of your investment, have adequate means for providing for your current and contemplated financial needs, personal or other contingencies, and have no need for liquidity with respect to an investment in the Note. (e) You have complete knowledge of the Company's business and intended use of the proceeds from the sale of the Note (which shall include, but not be limited to, the following purposes: (i) operating capital for the Company; and (ii) any other purpose approved by a majority...
Sample 1
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Related to Representations of Noteholder

  • Representations of each Initial Noteholder Each Initial Noteholder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Noteholder’s charter or any law or contractual restriction binding upon such Noteholder and that this Agreement is the legal, valid and binding obligation of such Noteholder as applicable enforceable against it in accordance with its terms. Each Initial Noteholder represents and warrants that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry on its respective business. Each Initial Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Noteholder have been obtained or made and (c) to such Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement. Each Initial Noteholder acknowledges that no other Noteholder owes such Noteholder any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein or in the Servicing Agreement, need not consult with such Noteholder with respect to any action taken by such Noteholder in connection with the Mortgage Loan.

  • Representations of the Note Holders Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • Representations of Depositor The Depositor makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the Closing Date, and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of Administrator Xxxxxx Xxx, Inc., as Administrator, makes the following representations on which the Issuer is deemed to have relied in acquiring the Trust Student Loans. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS OF THE TRUST The Trust certifies to Ultimus that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • Representations of Holder The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

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