Common use of Representations of the Lenders Clause in Contracts

Representations of the Lenders. Each Lender represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, that the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.

Representations of the Lenders. Each Lender ------------------------------- represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, that the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.

Representations of the Lenders. Each Lender represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, that the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.

Representations of the Lenders. Each Lender represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, that -------------- the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that (x) Xxxxxxx Xxxxxxx & Xxxxxxxx and (y) Xxxxx X. Xxxxxx, Esq., is each reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.

Representations of the Lenders. Each Lender -------------------------------------------- represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state -------------- securities laws, that the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that (x) Xxxxxxx Xxxxxxx & Xxxxxxxx and (y) Xxxxx X. Xxxxxx, Esq., is each reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.