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. The Lender hereby represents, warrants, and covenants to the Company as follows:
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. 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. 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:
Representations, Warranties and Covenants of the Lender. To induce the Company to accept this subscription, the Lender represents and warrants as follows:
(a) The Lender has been furnished with limited confidential information about the Company by way of memoranda, e-mails and oral communication and acknowledges that this may not constitute the most up-to-date information about the Company. The Lender acknowledges and agrees that it or its representatives have had an opportunity to ask such questions and request such additional information as Lender deems appropriate. The Lender has carefully read the Loan Agreement and such other information and materials as the Lender has deemed appropriate and/or requested and received regarding the Company. The Lender is not relying on any information contained in the written or oral disclosures of confidential or public information made by the Company, or its officers, directors or representatives. The Lender has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of making the loan to which it is hereby subscribing and Lender understands the risks of, and other considerations relating to the loan and is able to bear the risks of loss if the loan is not repaid.
(b) The Lender is an "accredited Investor" as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”) or by reason of the business and financial experience of those retained by it to advise it with respect to its investment in the Company, it, together with such advisors, has such knowledge, sophistication and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto.
(c) The Lender is making the loan for the Lender’s own account for investment purposes only and not with a view to resale or distribution.
(d) The Lender understands that the loan and the securities issuable upon exercise of the conversion rights related thereto have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction, nor is such registration contemplated, as this offering is intended to be a non-public offering pursuant to Section 4(2) and Regulation D of the Securities Act. The Lender understands and agrees further that any securities issuable upon conversion of the loan may be required to be held for an indefinite length of time, and may not be offer...
