Common use of Representations, Warranties and Covenants of Investor Clause in Contracts

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;

Appears in 3 contracts

Samples: Note Investment Agreement (StreetShares, Inc.), Subscription Agreement (DPW Holdings, Inc.), Note Investment Agreement (StreetShares, Inc.)

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Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Statement. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s GFY Account, Investor must initiate such withdrawal through the Mobile App. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s GFY Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Statement. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s GFY Account, and Investor will promptly update the Company if any of the information stated herein or on the Mobile App changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Mobile App by the Company, and that the Notes can be viewed by Investor by accessing its account on the Mobile App.

Appears in 2 contracts

Samples: Promissory Note Purchase Agreement (Groundfloor Yield LLC), Promissory Note Purchase Agreement (Groundfloor Yield LLC)

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;

Appears in 2 contracts

Samples: Subscription Agreement (DPW Holdings, Inc.), Subscription Agreement (DPW Holdings, Inc.)

Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Statement. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s GFY Account, Investor must initiate such withdrawal through the Groundfloor Yield Mobile App. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s GFY Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Statement. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s GFY Account, and Investor will promptly update the Company if any of the information stated herein or on the Groundfloor Yield Mobile App changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Groundfloor Yield Mobile App by the Company, and that the Notes can be viewed by Investor by accessing its account on the Groundfloor Yield Mobile App.

Appears in 2 contracts

Samples: Note Purchase Agreement (Groundfloor Yield LLC), Note Purchase Agreement (Groundfloor Yield LLC)

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 either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor 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, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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. (i) Investor has received, read, and fully understands the Offering Statement. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding his, her or its investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the Notes’ Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Groundfloor Yield Notes Account, Investor must initiate such withdrawal through the Groundfloor Yield Mobile App. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Groundfloor Yield Notes Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Statement. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Groundfloor Yield Notes Account, and Investor will promptly update the Company if any of the information stated herein or on the Groundfloor Yield Mobile App changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Groundfloor Yield Mobile App by the Company, and that the Notes can be viewed by Investor by accessing its account on the Groundfloor Yield Mobile App.

Appears in 1 contract

Samples: Note Purchase Agreement (Groundfloor Yield LLC)

Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C251(d)(2)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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 the Notes cannot be re-sold unless they are subsequently registered under the Securities Act and applicable State Securities Laws or an exemption from such registration is available;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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 the Investor. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or and prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution, or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its Norhart Invest Account on the Platform.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Norhart Invest LLC)

Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution, or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its account on the Company’s Platform.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Norhart Invest LLC)

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Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution, or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes. (o) Investor has been advised that the Notes will be issued electronically and held on the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its account on the Company’s Platform.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Norhart Invest LLC)

Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution, or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes. (o) Investor has been advised that the Notes will be issued electronically and held on the the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its account on the Company’s Platform.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Norhart Invest LLC)

Representations, Warranties and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, 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 closingthat: (a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of his or her such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, A. Investor further represents and warrants that he or she: (iii) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides, ; and (iiiii) 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 AgreementAgreement and such Investor’s purchase of Notes, 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;. (d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, 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. (e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes. (f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes. (g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate. (h) 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 such Investor’s capital or realize a profit on such Investor’s investment. (i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate. (j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account. (k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular. (l) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs. (m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws. (n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes. (o) Investor has been advised that the Notes will be issued electronically and held on the the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its account on the Company’s Platform.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Norhart Invest LLC)

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