Representations, Warranties and Agreements of Subscriber Sample Clauses
Representations, Warranties and Agreements of Subscriber. By executing this Agreement, Subscriber represents, warrants and agrees as of the date of execution of this Agreement and as of the applicable closing date of the Offering:
Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company as follows:
a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
b) The Subscriber acknowledges and understands that the offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Act”) and is intended to be exempt from registration under the Act by virtue of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows:
i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof.
ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act ...
Representations, Warranties and Agreements of Subscriber. In connection with this subscription, Subscriber hereby makes the following representations, warranties, and agreements and confirms the following understandings, each of which are made or confirmed, as the case may be, with respect to Units subscribed for herein:
Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company as follows:
(a) The Subscriber is purchasing the Unit(s) for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof.
(b) The Subscriber acknowledges and agrees that the Units have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless made in accordance with the Operating Agreement.
(c) The Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides; the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Unit(s) for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, can afford a complete loss of such investment.
(d) The purchase of the Unit(s) involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Unit(s), including the total loss of the investment represented hereby.
(e) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto.
(f) The Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Unit(s).
(g) The Subscriber and/or the Subscriber’s attorney, accountant, or adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from the Managing Member and other persons acting on behalf of the Company concerning the subscription for the Unit(s) and all such questions have been answered to the full satisfaction of the Subscriber.
(h) The Subscriber is not relying on the Company or any representative or agent thereof with respect to any legal, tax or economic advice related to an investment in the Unit(s).
(i) The Subscriber is not subscribing for the Unit(s) as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or ...
Representations, Warranties and Agreements of Subscriber. In connection with this subscription, Subscriber hereby makes the following representations, warranties, and agreements and confirms the following understandings, each of which are made or confirmed, as the case may be, with respect to Shares subscribed for herein:
(a) Investment Purpose. Subscriber is acquiring Shares for Subscriber's own account and for investment purposes only.
(b) Review and Evaluation of Information Regarding the Company.
(i) Subscriber is familiar with the Company’s financial condition and proposed operations. Without limiting the foregoing, the Subscriber acknowledges that the undersigned has reviewed the corporate documents regarding the Company and the terms of this Offering.
(ii) In addition to the foregoing, Subscriber acknowledges that Subscriber has conducted, or has been afforded the opportunity to conduct, an investigation of the Company and has been offered the opportunity to ask representatives of the Company questions about the Company’s financial condition and proposed business and that Subscriber has obtained such available information as Subscriber has requested, to the extent Subscriber has deemed necessary, to permit Subscriber to fully evaluate the merits and risks of an investment in the Company. Representatives of the Company have answered all inquiries that Subscriber has put to them concerning the Company and its activities, and the offering and sale of the Shares.
Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company, on the date hereof and on the Closing Date, as follows:
a. The Subscriber understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the "ACT") by virtue of Section 4(2) of the Act and the provisions of Regulation D promulgated thereunder, and in accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows:
b. The Subscriber and/or the Subscriber's adviser(s) has/have received and carefully reviewed this Subscription Agreement (including the Company's most recent audit) which is made a part hereof, and understands the information contained therein.
c. The Subscriber acknowledges that the Subscriber, or the Subscriber's attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this investment.
d. The Subscriber and/or the Subscriber's adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Shares and all such questions have been answered to the full satisfaction of the Subscriber.
e. In making a decision to invest in the Shares, the Subscriber has not relied on any information other than information contained in this Agreement.
f. The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company.
g. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides; the Subscriber has adequate means of providing for the Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment.
h. The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber to evaluate the merits an...
Representations, Warranties and Agreements of Subscriber. The subscriber represents, warrants, and agrees as follows:
Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company, as follows: A.
Representations, Warranties and Agreements of Subscriber. As further consideration for the Investment, the Subscriber hereby represents, warrants and agrees as follows:
Representations, Warranties and Agreements of Subscriber