Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows:
(a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.
(b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.
(c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound.
(d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement.
(e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes.
(f) Lender unders...
Representations, Warranties and Covenants of Lender. Lender represents, and warrants to the Borrower and covenants that:
Representations, Warranties and Covenants of Lender. Lender hereby represents, warrants and covenants to the Financial Institution, Lockbox Escrow Agent, Lockbox Calculation Agent and Company that:
(i) the execution, delivery and performance by Lender of this Agreement have been duly authorized by all necessary action;
(ii) this Agreement has been duly executed and delivered by Lender;
(iii) this Agreement constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
(iv) the execution, delivery and performance by Lender of its obligations under this Agreement do not and will not constitute or result in a breach of (A) Lender’s partnership agreement or other organizational documents, or (B) the provisions of any material contract to which Lender is a party or by which Lender is bound; and
(v) all approvals and authorizations required to permit the execution, delivery and performance by Lender of this Agreement have been obtained.
Representations, Warranties and Covenants of Lender. Lender hereby represents, warrants and covenants to each Company as follows:
Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to the Corporation as follows:
Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to and covenants with the Borrowers and the Guarantor that: All shares of Common Stock acquired by Lender in accordance with this Agreement are being acquired by Lender without a view to distribute any of the shares of Common Stock in any transaction which would be in violation of the Securities Act of 1933, as amended.
Representations, Warranties and Covenants of Lender. Lender repre- sents and warrants to Borrower that:
Representations, Warranties and Covenants of Lender. Each Lender hereby represents and warrants to, and agrees with, the Company as follows:
(a) The Lender recognizes that the purchase of the Note involves a high degree of risk including, but not limited to, the following: (i) the Company has a history of losses, a limited operating history and requires substantial funds in addition to the proceeds from the sale of the Notes; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Note and the underlying securities (collectively, the “Securities”); (iii) the Lender may not be able to liquidate its investment; (iv) transferability of the Securities is extremely limited; (v) in the event of a disposition, the Lender could sustain the loss of its entire investment; and (vi) the Company has not paid any cash dividends since its inception and does not anticipate paying any cash dividends in the foreseeable future.
(b) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.
(c) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.
(d) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. Without limiting the generality of the foregoing, the Lender represents that it has carefully reviewed the Company’s reports and filings with the Securities and Exchange Commission (the “SEC”), including without limitation, Amendment No.1 to the Registration Statement on Form S-1 filed on November 8, 2011, including the information and risks provided under the caption “Risk Factors”, and all further reports and filings of the Company with the SEC (collectively, the “SEC Filings”).
(e) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations ...
Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to Borrower, WIN and Satellite Company, as of the Effective Date, the date of any issuance of a Convertible Note, and the date of any Supplemental Agreement, as follows:
Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants as follows:
3.1 Lender's rights under the Loan Documents to realize on the collateral described in Section 5 of this Agreement shall be and are hereby expressly made, subject to the covenants, conditions and restrictions contained in this Agreement.
3.2 Except as expressly provided herein, Lender has and will acquire no right, title, security interest, pledge or other right in, to or against any BKL Lease, any BKL Property, or the Equity Interests by virtue of the Loan Documents, this Agreement, or any other agreement.
