Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that:
6.1.1 it is acquiring the Consulting Shares, for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it believes such discussion necessary, discussed with its respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for it. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant has had an opportunity to ask questions of and receive satisfactory answers from the Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Consulting Shares and the Company, and all such questions have been answered to the full satisfacti...
Representations of the Consultant. The Consultant represents and warrants to the Company as of the date hereof as follows:
Representations of the Consultant. The Consultant hereby represents to the Company that he (i) is under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent him from providing consulting services to the Company or that would adversely impact his ability to perform the expected services for the Company; (ii) all Services shall be Consultant’s original work and none of the Services will infringe, misappropriate or violate any intellectual property or other right of any person or entity; (iii) shall perform all Services hereunder in a competent and professional manner and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (iv) agrees to abide by and comply with all requests from the Company with respect to the performance of the Services hereunder; and (v) agrees to comply with all applicable laws, regulations and rules which may be in effect during the term of this Agreement as it concerns the subject matter of this Agreement.
Representations of the Consultant. In connection with the issuance of the Shares as set forth in Section 2(a) above, the Consultant represents and warrants as follows:
Representations of the Consultant. The CONSULANT hereby represents to the Company that:
2.1 He has the know-how, experience, qualifications and capacity to provide the Services to the Company in the Field as set forth in this Agreement.
2.2 The execution, delivery and the terms of this Agreement (i) will not constitute a default or breach of any agreement or other instrument to which the CONSULTANT in party or by which he is bound, and (ii) does not require the consent of any person or entity.
2.3 In performing his Services hereunder, the CONSULTANT shall not utilize any proprietary information of any third party.
2.4 He is not employed, providing consulting services, has rights of representation, marketing agency or any other right whatsoever of any other company or entity which competes, directly or indirectly, with the Company and the business currently carried on by the Company.
2.5 He will not, now or in the future, have any claim or claims whatsoever to any right of any kind except as set forth in this Agreement.
2.6 To the best of his knowledge, this Agreement and the provision of the Services by the CONSULANT are not in conflict and do not breach any law, rule or regulation that govern the CONSULTANT.
Representations of the Consultant. The Consultant represents and warrants to the Client as set forth below.
Representations of the Consultant. (1) The Consultant represents that it is a duly organized and validly existing non-profit corporation under the laws of the State of Georgia and has all requisite power and authority to enter into this Agreement.
(2) This Agreement has been executed and delivered by the Consultant in such manner and form as to comply with all applicable laws to make this Agreement the valid and legally binding act and Agreement of the Consultant.
(3) There is no action, proceeding or investigation now pending, nor any basis therefore, known or believed to exist by the Consultant, which (a) questions the validity of this Agreement, or any action take or to be taken under it, or (b) is likely to result in any material adverse change in the authority, properties, assets, liabilities, conditions (financial or otherwise) of the Consultant which would materially and substantially impair the Consultant’s ability to perform any of the obligations imposed upon the Consultant by this Agreement.
(4) The representations, statements, and other matters contained in the application and proposal, were true and complete in all material respects as of the date of filing. The Consultant is aware of no event, which would require any amendments to the application or proposal in order to make such representations, statements, and other matters true and complete in all material respects and not misleading in any material respect. Consultant is aware of no event or other fact, which should have been and has not been reported in the application as material information.
(5) Consultant agrees to comply with all applicable Federal, State and Local Laws and Ordinances.
(6) Consultant agrees to purchase errors and omissions coverage.
Representations of the Consultant. The Consultant represents and warrants as follows:
(a) He has read this Agreement and agrees to the conditions and obligations set forth herein and has been advised by the Company to consult with legal counsel regarding this Agreement;
(b) He has voluntarily executed this Agreement after having had full opportunity to consult with counsel and without being pressured or influenced by any statement or representation of any person acting on behalf of the Company, including the attorneys, officers, directors and employees of the Company;
(c) He has had at least twenty (20) days to consider all of the material terms of this Agreement, including the mutual releases.
(d) He has been informed and understands that (i) to the extent that this Agreement waives or releases any claim he might have under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621 ET SEQ., he may rescind his waiver and release within seven (7) calendar days of the execution of this Agreement and (ii) any such rescission must be in writing, and delivered to the Company or, if sent by mail, post marked within the seven (7) day period, sent by certified mail, return receipt requested and addressed as follows: Chairman of the Board Air Methods Corporation 7301 South Peoria Xxxxxxxxx, Xxxxxxxx 00000
(x) Xx xxx xxxx xxx xxmplete legal capacity to enter into this Agreement.
(f) He is not aware of any legal proceedings currently pending or threatened against the Company arising from matters contemplated in this Agreement.
Representations of the Consultant. The Consultant hereby represents and warrants to the Company that (a) he has full right and authority to enter into this Agreement and to perform his obligations hereunder, (b) the execution and delivery of this Agreement by the Consultant and the performance of the Consultant's obligations hereunder will not conflict with or breach any agreement, order or decree to which the Consultant is a party or by which he is bound, (c) all federal and state licenses, registrations and permits required to be maintained by the Consultant in order to permit him to perform his obligations hereunder are in full force and effect, and (d) the Consultant has not been the subject of any disciplinary actions under federal or state securities laws.
Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that the Consultant has received a document or documents, providing the information required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended.
