Representations of Recipient. In connection with the issuance of the LTIP Incentive Units hereunder, the Recipient represents and warrants to Switch that:
3.1. the Recipient is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act;
3.2. the Recipient understands that he must bear the economic risk of an investment in LTIP Incentive Units for an indefinite period of time because, among other reasons, the offering and sale of the LTIP Incentive Units have not been registered under the Securities Act or under the securities laws of applicable states or any other applicable jurisdiction whatsoever, and no such registration is contemplated. Therefore, the LTIP Incentive Units cannot be sold, resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the securities and similar laws of each applicable jurisdiction, or unless exemptions from such registration requirements are available. The Recipient hereby agrees that he will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such LTIP Incentive Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the LTIP Incentive Units) except in accordance with: (a) the registration provisions of the Securities Act or an exemption from such registration provisions, (b) the securities and similar laws of each applicable jurisdiction, and (c) the terms of this Agreement and the Operating Agreement. The Recipient also understands that Switch is under no obligation to register the offer or sale of any LTIP Incentive Units on his behalf in any jurisdiction whatsoever or to assist the Recipient in complying with any exemption from registration under the Securities Act or under the securities or similar laws of any jurisdiction whatsoever;
3.3. the Recipient has carefully reviewed, and is familiar with the terms and condition of, this Agreement and the Operating Agreement;
3.4. the Recipient has had an opportunity to ask questions and receive answers concerning Switch and the LTIP Incentive Units as the Recipient has requested and the Recipient has obtained all additional information requested by it of Switch in connection herewith;
3.5. the Recipient is acquiring the LTIP Incentive Units for the Recipient’s own account, for investment purposes only, and not with a view to or for sale in connection with any distrib...
Representations of Recipient. Recipient makes the following representations to MTI, which MTI has relied upon in entering into the KickStarter Agreement:
5.1 The Recipient has the authority to execute and deliver this Agreement and any other documents, certificates or agreements required by MTI to be executed in connection with this Agreement, without limitation, and to execute the transactions contemplated thereby.
5.2 The Recipient is a (corporation, partnership, sole proprietorship, limited liability company or other entity) in good standing to do business under the laws of the State of Maine, and has authority to conduct its business.
5.3 Neither this Agreement or any other documents, certificates or agreements required by MTI to be executed in connection with this Agreement, nor the Recipient’s Application to MTI for this Phase 0 KickStarter contains any untrue statement of a material fact or any omission of a material fact.
5.4 There has been no material adverse change in the business, assets, operations or financial conditions of Recipient, or in the matters described in the Application pertaining to the Project since Recipient’s submission of the Application.
5.5 Recipient, its Directors and Officers have not been convicted of a felony or debarred from participating in contracts with the State of Maine or the federal government.
5.6 Recipient has filed all federal, state and local tax returns and reports as required by law. Recipient has paid all taxes, assessments and governmental charges due except those contested in good faith. Recipient has withheld or collected from its employees all required taxes, and has paid the same to the proper tax-receiving officers and authorized depositories. No deficiency assessment or tax lien by any federal, state, county or local authority is outstanding against Recipient’s assets, property or business.
5.7 Recipient has disclosed any relationship, direct or indirect, between Recipient, its Officers, Directors, members or employees, and MTI, and is in compliance with the conflict of interest provisions of 5 M.R.S.A. Chapter 407, Section 15307.
Representations of Recipient. Recipient acknowledges that Recipient has received, read and understood the SAR Notice and Agreement and agrees to abide by and be bound by its terms and conditions.
Representations of Recipient. I represent and warrant to the Company that (i) on the date on which I execute this Plan, I am not aware of any material nonpublic information with respect to the Company or any of its securities (including the Common Stock), (ii) I am not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent E*TRADE from conducting sales throughout the term of this Plan, (iii) I am entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) or Rules 10b-5 or 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the Common Stock subject to this Plan is not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rules 144 and 145 under the Exchange Act, or Rule 701 under the Securities Act of 1933, as amended, if I am subject to these rules), nor is there any litigation, arbitration or other proceeding pending, or to my knowledge threatened, that would prevent or interfere with the sale of Common Stock under this Plan, (v) I have not entered into or altered, nor will I enter into or alter, any corresponding or hedging transaction while this Plan is effective, and (vi) I do not have authority, influence or control over any sales of Common Stock effected by E*TRADE pursuant to this Plan, and will not attempt to exercise any authority, influence or control over such sales.
Representations of Recipient. 5.1 The Recipient represents that it is aware of the specification conditions, the price and the initial delivery date of the Products.
5.2 The Recipient represents that:
(a) no bankruptcy has been declared against it;
(b) no bankruptcy petition has been filed against it;
(c) no liquidation proceedings have been opened against it;
(d) it is not in arrears with taxes, charges or social security contributions.
5.3 The Recipient represents that it will provide any means required for the Products to be efficiently unloaded, including equipment and manpower enabling unloading in the normal course of operations.
Representations of Recipient. Recipient acknowledges that Recipient has received, read and understood the Option Agreement and agrees to abide by and be bound by its terms and conditions.
Representations of Recipient. Recipient represents that all content (including third-party content, if any) that he/she contributes to the Project may be used and made available throughout the world without infringing or violating any copyright, moral, or other intellectual property rights of any third party, including for the commercial purposes described in Section 4 hereof.
Representations of Recipient. The Recipient represents and warrants to IEDA as follows:
Representations of Recipient. Recipient warrants that the following statements are true:
a. The statements and representations made in Recipient’s request for the Loan were at the time of the request and are as of the date hereof true and correct.
b. Recipient is in good standing with all public entities having any authority or jurisdiction over Recipient, and Recipient is in compliance and shall at all times remain in compliance with all federal, state and local laws, rules and regulations which apply to Recipient.
c. Recipient shall use the Loan funds for, and only for, the purposes stated in Recipient’s request or as otherwise approved by the EDA in the award of the Loan, specifically, to assist with the financing of Recipient’s construction of the development project to be located on the Redevelopment Property.
d. Recipient is current on local property tax and special assessment payments owing on the Redevelopment Property.
Representations of Recipient. A. Recipient represents that it will utilize the incentive provided towards costs involved and associated with the Project.
B. Recipient represents that it is authorized to do business in Texas and has authorization to enter into this Agreement on its behalf.
C. Recipient represents that it has sought from LEDA economic assistance pursuing Recipient's Project.
D. Recipient represents that it has conferred with attorneys of its own choosing and is fully knowledgeable of the terms of the Act and understands the reporting requirements of the Act, as well as all conditions precedent and subsequent as required to be eligible for the incentives offered by XXXX, including the Payback Provisions.
E. Recipient represents that it acknowledges that its failure to perform any reporting requirements within a reasonable period after the request is made could result in the termination of this Agreement.
F. Recipient understands and agrees that any variations as to any term of this Agreement or any terms or conditions of the incentives as stated must be mutually agreed to in written supplements or addenda since no oral agreements, amendments, or representations will be binding on either party.
