Common use of Representations of the Executive Clause in Contracts

Representations of the Executive. The Executive represents, warrants and covenants to the Company that: (a) Executive has the full power and authority and has full legal right to execute and deliver this Agreement and the Note, to perform, observe and comply with all of his agreements and obligations under each of this Agreement and the Note and to obtain the proceeds of the Loan contemplated by this Agreement; (b) Executive has duly executed and delivered this Agreement and this Agreement constitutes the valid and binding obligation of Executive, enforceable in (c) Executive is acquiring the Purchased Shares for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) Executive understands that the Purchased Shares have not been and shall not be registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act; and any subsequent disposition thereof must be registered under the Securities Act or must be exempt from registration; (e) Executive understands that: (i) the exemption from registration afforded by Rule 144 (the provisions of which are known to him) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; and (ii) the Company is under no obligation to register the Purchased Shares on behalf of the Executive or to assist the Executive in complying with any exemption from registration; (f) he is an accredited investor as defined in Rule 501(a) promulgated under the Securities Act.

Representations of the Executive. The Executive represents, warrants and covenants to the Company that: (a) Executive has the full power and authority and has full legal right to execute and deliver this Agreement and the Note, to perform, observe and comply with all of his agreements and obligations under each of this Agreement and the Note and to obtain the proceeds of the Loan contemplated by this Agreement; (b) Executive has duly executed and delivered this Agreement and this Agreement constitutes the valid and binding obligation of Executive, enforceable inin accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or similar laws affecting creditors' rights or by general principles of equity; (c) Executive is acquiring the Purchased Shares for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) Executive understands that the Purchased Shares have not been and shall not be registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act; and any subsequent disposition thereof must be registered under the Securities Act or must be exempt from registration; (e) Executive understands that: (i) the exemption from registration afforded by Rule 144 (the provisions of which are known to him) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; and (ii) the Company is under no obligation to register the Purchased Shares on behalf of the Executive or to assist the Executive in complying with any exemption from registration; (f) he is an accredited investor as defined in Rule 501(a) promulgated under the Securities Act.

Representations of the Executive. The Executive represents, warrants and covenants to the Company that: (a) Executive has the full power and authority and has full legal right to execute and deliver this Agreement and the Note, to perform, observe and comply with all of his agreements and obligations under each of this Agreement and the Note and to obtain the proceeds of the Loan contemplated by this Agreement;all (b) Executive has duly executed and delivered this Agreement and this Agreement constitutes the valid and binding obligation of Executive, enforceable inin accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or similar laws affecting creditors' rights or by general principles of equity; (c) Executive is acquiring the Purchased Shares for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) Executive understands that the Purchased Shares have not been and shall not be registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act; and any subsequent disposition thereof must be registered under the Securities Act or must be exempt from registration; (e) Executive understands that: (i) the exemption from registration afforded by Rule 144 (the provisions of which are known to him) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; and (ii) the Company is under no obligation to register the Purchased Shares on behalf of the Executive or to assist the Executive in complying with any exemption from registration; (f) he is an accredited investor as defined in Rule 501(a) promulgated under the Securities Act.

Representations of the Executive. The Executive represents, warrants and covenants to the Company that: (a) Executive has the full power and authority and has full legal right to execute and deliver this Agreement and the Note, to perform, observe and comply with all of his agreements and obligations under each of this Agreement and the Note and to obtain the proceeds of the Loan contemplated by this Agreement; (b) Executive has duly executed and delivered this Agreement and this Agreement constitutes the valid and binding obligation of Executive, enforceable inin accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or similar laws affecting creditors' rights or by general principles of equity; (c) Executive is acquiring the Purchased Shares for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) Executive understands that the Purchased Shares have not been and shall not be registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act; and any subsequent disposition thereof must be registered under the Securities Act or must be exempt from registration; (e) Executive understands that: (i) the exemption from registration afforded by Rule 144 (the provisions of which are known to him) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; and (ii) the Company is under no obligation to register the Purchased Shares on behalf of the Executive or to assist the Executive in complying with any exemption from registration; (f) he is an accredited investor as defined in Rule 501(a) promulgated under the Securities Act.

Representations of the Executive. The Executive represents, warrants and covenants to the Company that: (a) Executive has the full power and authority and has full legal right to execute and deliver this Agreement and the Note, to perform, observe and comply with all of his agreements and obligations under each of this Agreement and the Note and to obtain the proceeds of the Loan contemplated by this Agreement;all (b) Executive has duly executed and delivered this Agreement and this Agreement constitutes the valid and binding obligation of Executive, enforceable inin accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or similar laws affecting creditors' rights or by general principles of equity; (c) Executive is acquiring the Purchased Shares for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) Executive understands that the Purchased Shares have not been and shall not be registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act; and any subsequent disposition thereof must be registered under the Securities Act or must be exempt from registration; (e) Executive understands that: (i) the exemption from registration afforded by Rule 144 (the provisions of which are known to him) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; and (ii) the Company is under no obligation to register the Purchased Shares on behalf of the Executive or to assist the Executive in complying with any exemption from registration; (f) he is an accredited investor as defined in Rule 501(a) promulgated under the Securities Act.