Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, the Company, as of the date hereof, that:
Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser represents and warrants to the Company that the statements contained in this Section III are correct and complete as of the date of this Agreement:
Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Company to execute and deliver this Subscription Agreement and to issue and sell the Shares to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:
(a) The Purchaser acknowledges that the offer, issuance and sale to it of the Shares is intended by the Company to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and as such the Shares have not been registered with the Securities and Exchange Commission (the “Commission”).
(b) The Purchaser represents and warrants to the Company that the Purchaser has had the opportunity to ask questions of, and to receive answers from the officers and employees of the Company concerning the Company and its business, affairs and operations, and the transactions contemplated by this Subscription Agreement. The Purchaser acknowledges that the Company's officers and employees have answered all inquiries made on behalf of the Purchaser in connection herewith to the satisfaction of the person or persons making such inquiry.
(c) The Purchaser represents and warrants to the Company that the Purchaser has such knowledge and experience in financial and business matters that it is capable of understanding the information provided to it by the Company and of evaluating the merits and risks of its investment in the Shares.
(d) The Purchaser represents and warrants to the Company that the Shares are not being acquired by the Purchaser with a view to, or for resale in connection with, any “distribution” within the meaning of the Act.
(e) The Purchaser acknowledges that the Shares have not been registered under the Act. The Purchaser acknowledges and agrees that, as such, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available. The Purchaser acknowledges that an opinion of legal counsel to the Company is required in connection with any sale, assignment, transfer, conveyance, pledge or other disposition of the Shares and that no such opinion will be given by such legal counsel unless and until such counsel receives satisfactory evidence that the sale, assignment, transfer, conveyance, pledge or other disposition of the Shares complies with applicable law (the effective Registration Statement referred to in Section 4 hereof shall be satisfactory evidence for such purposes).
(f) The Pu...
Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Company to execute and deliver this Subscription Agreement and to issue and sell the Note to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:
(a) Purchaser confirms his/her/its understanding that the Company and its proposed business are subject to all the risks inherent in an early stage, pre-revenue company, and understand all the risks in transactions involving the Company’s business. Purchaser has read and reviewed the Offering Circular and this Subscription Agreement with such of Purchaser’s attorneys, advisors, and agents as Purchaser has deemed necessary to make an informed decision about the purchase of the Note. Purchaser acknowledges that Purchaser should rely solely upon the information in the Offering Circular in deciding whether to purchase a Note.
(b) The Purchaser acknowledges and is aware that there is no assurance as to the future profitable performance of the Company. The Purchaser further acknowledges the risks set forth in the Offering Circular.
(c) The Purchaser has the financial ability to bear the economic risk of an investment in the Offering, has adequate means of providing for his/her or its current needs and personal contingencies, has no need for liquidity in the Note, and could afford a loss of his/her or its entire investment in the Offering.
(d) The Purchaser’s overall commitment to invest in the Note is not disproportionate to his/her or its net worth and his/her or its investment in the Offering will not cause such overall commitment to become excessive.
(e) The Purchaser has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the Company.
(f) The Purchaser acknowledges his/her or its understanding that (A) the Notes have not been registered under the Act, or the securities laws of any State in reliance on specific exemptions from registration, (B) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company, and (C) the Offering is intended to be exempt from registration pursuant to Section 3(b)(2) of the Act and the rules promulgated thereunder by the Securities and Exchange Commission.
(g) The Purchaser understands and acknowledges that the Notes are not readily marketable and are subject to transfer restri...
Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser represents and warrants to the Seller as follows:
Representations, Warranties, Covenants and Agreements of the Purchaser. By the execution hereof the Purchaser hereby represents, warrants and agrees with the Issuer that as of the date hereof and at the Closing Time the Purchaser is duly authorized to enter into this Bond Purchase Agreement and to take all actions required or contemplated to be performed by the Purchaser under this Bond Purchase Agreement.
Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser hereby represents and warrants to the Issuer, and covenants and agrees with the Issuer, and, solely with respect to clause (s) and clause (t) below, Rochdale Investment Management LLC (“Rochdale”) represents and warrants to the Issuer, and covenants and agrees with the Issuer, as follows:
(a) As of the date hereof, the Purchaser is purchasing the Note for its own account and not with a present view towards the sale or distribution thereof, except pursuant to sales registered or exempt under the Securities Act, provided, however, that by making this representation, the Purchaser reserves the right to dispose of the Note at any time in accordance with the Act;
(b) Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Issuer concerning the Note and the Issuer and to obtain any additional information, documents or instruments that it has deemed necessary or appropriate in making its investment decision. All such questions have been answered to the full satisfaction of Purchaser;
(c) Purchaser acknowledges that the Note was offered to Purchaser solely by private contacts and not by means of any form of general solicitation, advertisement or sales literature;
(d) Purchaser acknowledges that the purchase of the Note from the Issuer is an illiquid investment for which no public or secondary market currently exists and, accordingly, Purchaser may not be able to readily liquidate Purchaser’s investment in such Note;
(e) Purchaser (i) has adequate means of providing for its current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of this investment for an indefinite period, and (iv) can afford a complete loss of such investment;
(f) Purchaser, together with its officers and advisors, has such knowledge and experience in financial and business matters to enable Purchaser to utilize the information made available to it in connection with the organization of the Issuer, its business, and the terms, conditions, and risks associated with the Note, to evaluate the merits and risks of the prospective investment, and to make an informed investment decision with respect thereto;
(g) The Offering has been and will be conducted in conformity with the following representations:
(i) The Purchaser and its Affiliates and agents have not and will not solicit any offer to buy or offer to sell any securities in the Offering by means of any form of general so...
Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and covenants and agrees with, the Company and the Shareholders, as of the date hereof and as of the date of the Closing, that:
Representations, Warranties, Covenants and Agreements of the Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, that:
A. Organization; Good Standing (if applicable). The Purchaser is, and as of ------------------------------------------- the Closing will be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Series to issue and sell the Unit(s) to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Series as follows:
(a) The Purchaser (i) has thoroughly reviewed and understood the Series’ business, and (ii) has had the opportunity to ask questions of, and to receive answers from the Series Manager concerning the Series and its business, affairs, operations, and the transaction contemplated hereby, and to obtain any additional information necessary to verify the accuracy of the Series’ disclosure documents. The Purchaser acknowledges that the Series Manager has answered all inquiries made on behalf of the Purchaser to the satisfaction of the person or persons making such inquiry.
(b) The Purchaser acknowledges and is aware that there is no assurance as to the future profitable performance of the Series.
(c) The Purchaser understands and acknowledges that he is purchasing Units of the Series, not of the Company generally, and that his rights and obligations as a Series Member are as set forth in the Supplement.
(d) The Purchaser has the financial ability to bear the economic risk of an investment in the Units, has adequate means of providing for his/her or its current needs and personal contingencies, has no need for liquidity in the Units, and could afford a loss of his/her or its entire investment in the Units.
(e) The Purchaser’s investment in the Units is not disproportionate to his/her or its net worth.
(f) The Purchaser has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the Series.
(g) The Purchaser acknowledges his/her or its understanding that (A) the Units have not been registered under the Act, or the securities laws of any State in reliance on specific exemptions from registration, (B) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Units, and (C) the Offering is intended to be exempt from registration pursuant to Section 4(a)(2) of the Act and the rules promulgated thereunder by the Securities and Exchange Commission.
