Representations of Recipient Sample Clauses
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 hereby represents and warrants that it has received signed release(s) and waiver(s) and necessary permissions from any persons or organizations mentioned or pictured in all Content (defined above) submitted to Association, and represent further, that those pictured or mentioned in such Content understand that such Content may be republished in any form or medium, including, without limitation, websites and social media platforms, in perpetuity without notification, and that they will receive no compensation for the use of their image, statements, photograph(s) and/or videograph(s) in such Content. Recipient also represents and warrants that Recipient is a General Dues-Paying Member of Meals on Wheels America in good standing and that the individual executing this Agreement has authority to execute this Agreement on behalf of the Recipient. This Section shall survive the term of this Agreement.
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. 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. The Recipient represents and acknowledges that the Recipient:
a. has received, reviewed and understands the contents of the document prepared by the Company entitled "Information for Recipients," which contains information regarding the grant of the Shares, includes a copy of this Agreement as Exhibit A, and constitutes a prospectus under Section 10(a) of the Securities Act of 1933, as amended;
b. has had an opportunity to request and, if so requested, to copy or examine all documents, records and books pertaining to the grant of the Shares, including all documents specifically incorporated by reference in the prospectus discussed above;
c. has had an opportunity to ask questions of and, if asked, to receive satisfactory answers from the Company, through its executive officers and other representatives acting on its behalf, concerning the terms and conditions for the Plan and the business, affairs and prospects of the Company;
d. understands that the Company has not guaranteed the amount of gross or net proceeds realizable to the Recipient upon any sale of the Shares received by the Recipient hereunder;
e. rendered bona fide services to the Company or a subsidiary of the Company, or is party to a binding agreement to render bona fide services to the Company or a subsidiary of the Company, as a result of which the compensation liability to be extinguished by the Company's performance of this Agreement arose, and such services were not rendered in connection with the offer or sale of securities in a capital-raising transaction or to promote or maintain a market in the Company's Common Stock.