Representations of the Subscriber. The undersigned Subscriber hereby represents, warrants, acknowledges and covenants to the Company as follows:
a) The information provided by the undersigned in this Agreement or otherwise is true and correct in all respects as of the date hereof;
b) The undersigned is fully aware that investment in the Shares of the Company is speculative in nature and subject to numerous and various risks, including but not limited to those the undersigned has discussed with the representatives of the Company;
c) No representations or warranties of any kind with respect to the percentage of profit and/or amount or type of consideration, profit or loss that are to be realized, if any, as a result of this transaction have been made to the undersigned by the Company or any agent, employee, or affiliate of the Company, and that in entering into this transaction he is not relying upon any information other than that derived from the results of his own independent investigation or furnished to him by the Company;
d) The undersigned has been furnished with all materials relating to the Company and its business activities that have been requested.
e) The undersigned has been afforded full opportunity to ask questions of and receive answers from authorized representatives of the Company concerning the terms and conditions of this offering and the undersigned's investment, and all such questions have been answered to the full satisfaction of the undersigned.
f) The undersigned has been afforded the full opportunity to obtain any additional information necessary to verify the accuracy of any representations of information provided to the undersigned.
g) The undersigned is presently a bona fide resident of the state set forth below, and the address and Social Security Number or Federal Taxpayer Identification Number set forth below are the undersigned's true and correct residence and Social Security Number or Federal Taxpayer Identification Number. The undersigned has no present intention of becoming a resident of any other state or jurisdiction. If the undersigned is an estate or trust, it represents and warrants that it was formed under the laws of, and its principal place of business is within, such state and that it was not organized for the purpose of acquiring the Shares offered hereby.
h) The undersigned understands that the sale of the Shares have not been registered under the Act in reliance upon an exemption therefrom for non-public offerings and further understands that th...
Representations of the Subscriber. The Subscriber hereby represents and warrants to, and agrees with, the Corporation as follows:
Representations of the Subscriber. The Subscriber represents and warrants to the Company as follows and acknowledges and understands the significance to the Company of the following representations, and that the Company is relying upon such representations and warranties in connection with the subscription for the Restricted Shares and that the Company would not have entered into this Agreement without such representations and warranties:
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
(a) is an eligible member and that he or she will maintain his or her eligibility;
(b) is familiar with and that he or she will comply with the Standards; and
(c) will maintain excess professional liability insurance for claims by the Corporation against the Subscriber under clause 3.1 of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement and the Rules and Guidelines for Adjudication contemplated under clause 4.1 of the Master Agreement, may
(a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the acceptance by the Corporation of Certificates of Legal Effect and the right to submit Web-based documentation such as Applications for PID Approval under section 10.2 of the Act, and Applications for First Registration under subsection 11(1) of the Act; and
(b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Xxx 0000.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
(a) is an eligible member and that he or she will maintain his or her eligibility;
(b) is familiar with and that he or she will comply with the Standards; and
(c) will maintain excess professional liability insurance in an amount sufficient to meet the amount of any claims that the Corporation can make against the Subscriber, up to the maximum specified in paragraph 3.1(b) of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement and the Rules and Guidelines for Adjudication contemplated under clause 4.1 of the Master Agreement, may
(a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the acceptance by the Corporation of Certificates of Legal Effect and the right to submit Web-based documentation such as Applications for PID Approval under section 10.2 of the Act, and Applications for First Registration under subsection 11(1) of the Act; and
(b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Xxx 0000.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
a) is an eligible member and that he or she will maintain his or her eligibility;
b) is familiar with and that he or she will comply with the Standards; and
c) will maintain excess professional liability insurance for claims by the Corporation against the Subscriber to a level sufficient to meet the maximum amount that the Corporation can make under clause 3.1(b) of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement may
a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the right to submit electronic instruments under the Land Titles Act;
b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Act, 1996, or
c) result in the rejection of any electronic instrument submitted for filing or registration.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
(a) is an eligible member and that he or she will maintain his or her eligibility;
(b) is familiar with and that he or she will comply with the Standards; and
(c) will maintain excess professional liability insurance in an amount sufficient to meet the amount of any claims that the Corporation can make against the Subscriber, up to the maximum specified paragraph 3.1(b) of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement may
(a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the right to submit electronic instruments under the Land Titles Act and the Registry Act;
(b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Act, 1996, or
(c) result in the rejection of any electronic instrument submitted for filing or registration.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
a) is an eligible member and will maintain eligibility for the duration of this Agreement: and
b) is familiar with and will comply with the Standards and requirements for submitting a digitally scanned image of a plan under the Land Titles Act and the Registry Act;
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement may
a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the right to submit a digitally scanned image of a plan under the Land Titles Act and the Registry Act;
b) form the basis of a complaint by the Corporation against the Subscriber to the Complaints Committee under the New Brunswick Land Surveyors, (1986) or c) result in the rejection of any digitally scanned image of a plan submitted for filing or registration.
Representations of the Subscriber. The Subscriber hereby agrees and acknowledges that he, she or it is making the representations and warranties set forth in Article V of the Stockholders Agreement. Furthermore, one (1) or more of the statements in the Rule 506(d) and (e) Questionnaire attached hereto at Exhibit A correctly and in all respects describes the Subscriber, and the Subscriber has so indicated by checking the appropriate boxes next to each statement on such exhibit.
Representations of the Subscriber. The Subscriber hereby represents --------------------------------- and warrants to the Company that:
(a) THE SUBSCRIBER IS AWARE AND UNDERSTANDS THAT AN INVESTMENT IN THE SHARES AND WARRANTS INVOLVES A NUMBER OF VERY SIGNIFICANT RISKS AND THAT THIS INVESTMENT SHOULD NOT BE MADE UNLESS THE SUBSCRIBER IS PREPARED TO LOSE THE ENTIRE INVESTMENT. SINCE INCEPTION, THE COMPANY HAS INCURRED SUBSTANTIAL LOSSES AND NEGATIVE CASH FLOW, AND THE COMPANY EXPECTS TO CONTINUE TO INCUR SUBSTANTIAL LOSSES AND NEGATIVE CASH FLOW FOR THE FORESEEABLE FUTURE. IN ADDITION TO THIS INVESTMENT, THE COMPANY IS IN IMMEDIATE NEED OF SUBSTANTIAL ADDITIONAL CAPITAL IN ORDER TO FUND ITS OPERATING REQUIREMENTS. THERE CAN BE NO ASSURANCE THAT SUFFICIENT FINANCING WILL BE AVAILABLE ON TERMS ACCEPTABLE TO THE COMPANY OR AT ALL. FAILURE TO OBTAIN SUCH FINANCING IN THE IMMEDIATE FUTURE COULD FORCE THE COMPANY TO CEASE OPERATIONS COMPLETELY, RESULTING IN A LOSS OF THE SUBSCRIBER'S ENTIRE INVESTMENT.
(b) the subscription hereunder is being made by the Subscriber as principal for the Subscriber's own account and not for the benefit of any other person;
(c) the Subscriber is a resident of the jurisdiction set out on the signature page hereof;
(d) this Subscription Agreement constitutes a legal, valid, binding and enforceable obligation of the Subscriber;
(e) the Subscriber will not make any offers to sell the Shares and Warrants or sell any of the Shares and Warrants except in accordance with the terms of this Subscription Agreement;
(f) the Subscriber has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Shares and Warrants, and at the present time, it could afford a complete loss of such investment;
(g) the Subscriber acknowledges that the Company and counsel for the Company will rely upon the accuracy and truth of the Subscriber's representations in Sections 2 and 3 hereof and the Subscriber hereby consents to such reliance;
(h) the Subscriber has access to the same kind of information which would be available in registration statements filed by the Company under the Securities Act;
3 (i) neither the United States ("U.S.") Securities and Exchange Commission (the "SEC") nor any state securities commission has approved any of the Shares and Warrants offered or passed upon or endorsed the merits of the offering;
