Representations, Warranties and Covenants of the Lender. The Lender represents and warrants to, and covenants with the Administrator and the Corporation, that:
(a) The Lender is duly organized, validly existing, and in good standing under the laws governing its creation and existence and is duly authorized and qualified to transact in the State any and all business contemplated by this Agreement and possesses all requisite authority, power, licenses, permits, and franchises to conduct its business and to execute, deliver, and comply with its obligations under the terms of this Agreement, the execution, delivery, and performance of which have been duly authorized by all necessary action.
(b) Neither the execution and delivery of this Agreement by the Lender nor the performance and compliance with the terms hereof by the Lender shall (i) violate the instruments creating the Lender or governing its operations, or (ii) violate any laws that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of this Agreement applicable to the Lender, or
(iii) constitute a material default (or an event that, with notice or lapse of time or both, would constitute a material default) under, or result in the breach of, any material contract, agreement, or other instrument to which the Lender is a party or that may be applicable to the Lender or any of its assets.
(c) The execution and delivery of this Agreement by the Lender in the manner contemplated herein and the performance and compliance with the terms hereof by it do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained.
(d) This Agreement, and all documents and instruments contemplated hereby that are executed and delivered by the Lender, constitute and shall constitute valid, legal, and binding obligations of the Lender, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws or the discretion of courts in the granting of equitable relief.
(e) The Lender shall comply with the applicable non-discrimination provisions of the Civil Rights Act of 1964 (78 Stat. 252), the regulations issued pursuant to such Act, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965, and Executive Order 11063, Equal Opportunity in Housing, and all applicable federal, State, and local non-discrimination laws.
(f) From time to time the Lender shall rep...
Representations, Warranties and Covenants of the Lender. The Lender represents and warrants as of the date hereof, and covenants to the Company, and acknowledges that the Company is relying upon the following representations, warranties and covenants in connection with the transactions contemplated hereby:
Representations, Warranties and Covenants of the Lender. The Lender represents, warrants and covenants to and with the Company as follows, and acknowledges that the Company is relying upon such representations, warranties and covenants in entering into this Agreement:
Representations, Warranties and Covenants of the Lender. The Lender hereby represents, warrants and covenants to the Borrower that:
Representations, Warranties and Covenants of the Lender. Each Lender severally hereby represents and warrants to and agrees with the Company, as to itself only, as follows:
5.1 Accredited Investor; Investment. Lender is an accredited investor within the definition of Regulation D promulgated under the Securities Act. Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated herein. Lender is acquiring its respective Note for investment purposes only, for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable law.
5.2 Risk. Lender acknowledges that it, he or she is aware that the Company is currently insolvent and has not had any revenues and has sustained losses for the past several years. The Lender further acknowledges that (x) there can be no assurance that the Company will have sufficient funds to repay all or any portion of the loan being borrowed hereunder, (y) that the collateral securing the loan will have sufficient value to repay the loan or (z) that the securities into which the loan may be converted will have any value. Lender further confirms that the Company has made available to the Lender the opportunity to ask questions of and receive answers from the Company concerning the Company and the activities of the Company.
Representations, Warranties and Covenants of the Lender. The Lender hereby represents, warrants, and covenants to the Company as follows:
Representations, Warranties and Covenants of the Lender. Lender represents and warrants to, and covenants with, the Nonprofit that:
Representations, Warranties and Covenants of the Lender. The Lender hereby represents and warrants to the Borrower (and in the case of Sections 6.5 and 6.6 covenants with the Borrower) that:
Representations, Warranties and Covenants of the Lender. The Lender represents, warrants and covenants to and with the Company as follows, and acknowledges that the Company is relying upon such representations, warranties and covenants in entering into this Agreement:
(a) The Lender has read the definition of an “accredited investor” provided in Rule 501 of Regulation D of the Securities Act and the Lender qualifies as an "accredited investor" as so defined.
(b) The Lender acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Lender is an investor in securities of businesses in the development stage and acknowledges that the Lender is able to fend for himself/herself/itself, can bear the economic risk of the Lender's investment, and has such knowledge and experience in financial or business matters such that the Lender is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.
(c) If the Lender is not an individual, was not organized for the purpose of acquiring the Company’s securities.
(d) The Lender has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the Exchange Act, including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company. The Lender has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with the Lender's legal and financial advisors. The Lender believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to invest in the Company and that the Lender has had full opportunity to discuss this information with the Lender’s legal and financial advisors prior to executing this Agreement.
(e) The Lender acknowledges that the offering of the Company’s securities contained in this Agreement has not been reviewed by the SEC and that the Warrants are being, and that the Warrant Shares will be, issued by the Company pursuant to an exemption from registration under the Securities Act.
(f) The Lender understands that the Wa...
Representations, Warranties and Covenants of the Lender. 5.1 The Lender hereby represents and wan-ants to and covenants with the Company (which representations, warranties and covenants will survive the execution and delivery of this Loan Agreement) that:
