Representations, Warranties and Covenants of Investor Sample Clauses

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to and agrees with the Company as follows:
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Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to and agrees with the Company as follows: 3.1 ACCREDITED INVESTOR. Investor is an accredited investor ("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked the applicable box set forth in Section 10 of this Agreement.
Representations, Warranties and Covenants of Investor. Each Investor severally for itself, and not jointly with the other Investors, represents and warrants to, and covenants with the Company, as follows:
Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor (i) will not invest more than 10% of his or her annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, (ii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, and (iii) will abide by the maximum investment limits, as set forth below or as may be set forth in the Note Purchase Documents. Investor agrees to provide any additional documentation reasonably requested by the Company, as may be required by the securities administrators or regulators of the federal government or of any state, to confirm that such Investor meet such minimum financial suitability standards and have satisfied any maximum investment limits; (b) As of the date of this Agreement and as of any date that Investor commits to purchase Notes, (i) that such Investor has the power to enter into and perform Investor’s obligations under the Note Purchase Documents; (ii) the Agreement has been duly authorized, executed and delivered by such Investor; and (iii) in connection with this Agreement, Investor has complied in all respects with applicable federal, state and local laws; (c) Investor is aware of the applicable limitations under the Securities Act relating to the Notes and that the Notes have not been registered under the Securities Act, and that such securities cannot be sold unless they are subsequently registered under the Securities Act and applicable State Securities Laws or an exemption from such registration is available;
Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% of the greater of Investor’s (i) annual income or net worth if Investor is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural person; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Company consents in writing to any such Transfer, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (e) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circular; (f) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and (g) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof.
Representations, Warranties and Covenants of Investor. Investor represents and warrants to, and agrees with, the Sponsor that:
Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization and Standing of Investor. If Investor is an entity, Investor is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. If the Investor is a natural person, Investor has the legal capacity and power to enter into this Agreement.
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Representations, Warranties and Covenants of Investor. Investor represents and warrants to, and covenants with, the Company as follows as of the date of this Agreement and as of the Closing Date:
Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to , and covenants with, the Company as follows: 2.1 Offshore Transaction. () Investor is not a U.S. person ("U.S. Person") as that term is defined in Regulation S; () the Note and the Fee Shares were not offered to Investor in the United States; () at the time of execution of this Agreement and the time of any offer to Investor to purchase the Note hereunder and receive the Fee Shares as a Loan Origination Fee, Investor was physically outside the United States; () Investor is purchasing the Note and acquiring the Fee Shares for Investor’s own account and not for the account of or for the benefit of any U.S. Person; and () Investor is not an underwriter, dealer, distributor, or other person who is participating, pursuant to a contractual arrangement, in the distribution of the Note offered or sold or the Fee Shares delivered in reliance on Regulation S.
Representations, Warranties and Covenants of Investor. In addition to the warranties, representations and covenants of Investor contained elsewhere herein, Investor hereby warrants, represents and covenants to Issuer that the statements contained in this Section 4 are correct as of the date of this Agreement and will be correct as of the Closing: 4.1. Investor is an entity organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to own and hold its properties and to carry on its business as now conducted, and is duly registered and qualified to conduct its business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except as has not had or would not reasonably be expected to have a material adverse effect upon Investor’s ability to conduct its business or consummate the transactions contemplated hereby. 4.2. Investor possesses all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and no additional consent or approval of any other person, entity or governmental authority is required therefor. 4.3. This Agreement has been duly executed and delivered by Investor and (assuming it has been duly authorized, executed and delivered by Issuer) is a legal, valid and binding obligation of Investor and is fully enforceable against it in accordance with its terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. The execution and delivery by Investor of this Agreement, and the performance by Investor of its obligations hereunder does not and will not violate or conflict with the terms of any agreement or instrument to which Investor is a party or by which it is bound. 4.4. Investor acknowledges that the Shares have not been registered under the Securities Act, but are being issued in reliance upon an exemption from the registration requirements of the Securities Act. Investor understands that the Shares are being offered and sold in reliance on an exemption from the registration requirements of federal and state securiti...
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