Common use of Securities Representations and Warranties Clause in Contracts

Securities Representations and Warranties. (a) JVWeb hereby represents and warrants to the Company that it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares of Common Stock; JVWeb has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (i) has adequate means of providing for contingencies, (ii) has no present or contemplated future need to dispose of all or any of the Interest acquired to satisfy existing or contemplated undertakings, needs or indebtedness, (iii) is capable of bearing the economic risk of the ownership of the Interest to be issued to it for the indefinite future, including recognition of any tax allocations to JVWeb as a member of the Company, and (iv) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest being issued to it; JVWeb is acquiring the Interest solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interest; JVWeb understands that the Interest has not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is and shall be "restricted" under such laws; JVWeb has not offered or sold any portion of the Interest and has no present intention of reselling or otherwise disposing of any portion of the Interest either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; that there is no obligation on the part of the Company to register the Interest except as provided herein; that there is no market for the Interest and none is likely to develop; and that transfer of the Interest is further restricted by the terms of the Regulations of the Company.

Securities Representations and Warranties. (a) JVWeb Equitrust hereby represents and warrants to the Company JVWeb that it is familiar with the business and financial condition, properties, operations and prospects of the CompanyJVWeb, it has been given full access to all material information concerning the condition, properties, operations and prospects of the CompanyJVWeb, it has had an opportunity to ask such questions of of, and to receive such information from, the Company JVWeb as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and ; it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares the Note and the Option and an acquisition of the shares of Common StockStock pursuant to this Agreement or pursuant to the Note or the Option; JVWeb it has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (ia) has adequate means of providing for contingencies, (iib) has no present or contemplated future need to dispose of all or any portion of the Interest Note or the Option or the shares of the Common Stock to be acquired pursuant to this Agreement or pursuant to the Note or the Option, to satisfy existing or contemplated undertakings, needs or indebtedness, (iiic) is capable of bearing for the indefinite future the economic risk of the ownership of the Interest Note and the Option and the shares of Common Stock to be issued acquired pursuant to it for this Agreement or pursuant to the indefinite future, including recognition of any tax allocations to JVWeb as a member of Note or the CompanyOption, and (ivd) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest being issued Note and the Option and the shares of Common Stock to itbe acquired pursuant to this Agreement or pursuant to the Note or the Option; JVWeb it is and will be acquiring the Interest Note and the Option and the shares of Common Stock pursuant to this Agreement or pursuant to the Note or the Option solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the InterestNote or the Option or the shares of Common Stock (except pursuant to registration or an available exemption therefrom); JVWeb it understands that the Interest has Note and the Option and the shares of Common Stock to be acquired pursuant to this Agreement or pursuant to the Note or the Option have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is Note and shall the Option and the shares of Common Stock to be acquired pursuant to this Agreement or pursuant to the Note or the Option are and will be "restricted" under such lawslaws and may not be resold without registration or an exemption therefrom, and the Note and the Option and all stock certificates representing shares of Common Stock sold or to be sold to Equitrust pursuant hereto or pursuant to the Note or the Option will bear a legend to such effect; JVWeb and it has not offered or sold and will not offer or sell any portion of the Interest Note or the Option or any shares of Common Stock to be acquired pursuant to this Agreement or pursuant to the Note or the Option (except pursuant to registration or an available exemption therefrom) and has no present intention of reselling or otherwise disposing of any portion of the Interest Note or the Option or any shares of Common Stock to be acquired pursuant to this Agreement or pursuant to the Note or the Option either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; circumstance (except pursuant to registration or an available exemption therefrom). Notwithstanding the preceding, in the event that there Equitrust ever desires to transfer any of its interest in the Note or the Option, JVWeb shall accommodate Equitrust with respect to any such transfer to the extent that such transfer is no obligation on the part of the Company pursuant to register the Interest except as provided herein; that there is no market for the Interest and none is likely to develop; and that transfer of the Interest is further restricted by the terms of the Regulations of the Companyan available exemption from registration.

Securities Representations and Warranties. (a) JVWeb JVWeb, Inc. hereby represents and warrants to the Company that it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of of, and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb JVWeb, Inc. has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares shares of Common Stock; JVWeb JVWeb, Inc. has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (ia) has adequate means of providing for contingencies, (iib) has no present or contemplated future need to dispose of all or any of the Interest acquired its shares of Common Stock to satisfy existing or contemplated undertakings, needs or indebtedness, (iiic) is capable of bearing the economic risk of the ownership of the Interest shares of Common Stock to be issued to it for the indefinite future, including recognition of any tax allocations to JVWeb as a member of the Company, and (ivd) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest shares of Common Stock being issued to it; JVWeb JVWeb, Inc. is acquiring the Interest its shares of Common Stock solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interestits shares of Common Stock; JVWeb JVWeb, Inc. understands that the Interest has its shares of Common Stock have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is and shall be its shares of Common Stock are "restricted" under such lawslaws until such time as they are registered; JVWeb and JVWeb, Inc. has not offered or sold any portion of the Interest its shares of Common Stock and has no present intention of reselling or otherwise disposing of any portion of the Interest its shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; that there is no obligation on circumstance (other than the part of the Company to register the Interest except as provided herein; that there is no market for the Interest and none is likely to develop; and that transfer of the Interest is further restricted by the terms of the Regulations of the Companyregistration thereof).

Securities Representations and Warranties. (a) JVWeb LS Capital hereby represents and warrants to the Company that it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of of, and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb LS Capital has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares shares of Common Stock; JVWeb LS Capital has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (ia) has adequate means of providing for contingencies, (iib) has no present or contemplated future need to dispose of all or any of the Interest acquired its shares of Common Stock to satisfy existing or contemplated undertakings, needs or indebtedness, (iiic) is capable of bearing the economic risk of the ownership of the Interest shares of Common Stock to be issued to it for the indefinite future, including recognition of any tax allocations to JVWeb as a member of the Company, and (ivd) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest shares of Common Stock being issued to it; JVWeb LS Capital is acquiring the Interest its shares of Common Stock solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interestits shares of Common Stock; JVWeb LS Capital understands that the Interest has its shares of Common Stock have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is and shall be its shares of Common Stock are "restricted" under such lawslaws until such time as they are registered; JVWeb and LS Capital has not offered or sold any portion of the Interest its shares of Common Stock and has no present intention of reselling or otherwise disposing of any portion of the Interest its shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; that there is no obligation on circumstance (other than the part of the Company to register the Interest except as provided herein; that there is no market for the Interest and none is likely to develop; and that transfer of the Interest is further restricted by the terms of the Regulations of the Companyregistration thereof).