Subscriber Representations. Subscriber hereby represents warrants and acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7...
Subscriber Representations. Subscriber hereby represents, warrants and acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for...
Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company as follows:
(a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Subscriber has been advised that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act (“Regulation CF”). The Subscriber understands that neither the Omnibus Team Unit Instrument (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument.
(c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investmen...
Subscriber Representations. The Subscriber hereby represents, warrants and agrees that:
(a) The Subscriber has had an opportunity to ask questions and receive information from the Company.
(b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(c) The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person:
(i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts ...
Subscriber Representations. The Subscriber hereby acknowledges, represents and warrants to, and agrees with the Company as follows:
Subscriber Representations. AOL represents and warrants to Issuer as --------------------------- follows and acknowledges that Issuer is relying upon such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby.
4.4.1 Accredited Investor AOL is an accredited investor ("Accredited ------------------- investor") as defined in Rule 501(a) under the United States Securities Act of 1933 (the "1933 Act"), and is acquiring the Shares (the "Subject Securities") for its own account or for the account of an Accredited Investor as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Subject Securities in violation of the United States securities laws or applicable state securities laws;
4.4.2 Exempt Sale AOL is aware that the Subject Securities have not been and ----------- will not be registered under the 1933 Act and that the sale to it of such securities is being made in reliance on a private placement exemption from such registration, and the Subscriber certifies that: (a) it is and will be acquiring the Subject Securities for its own account or for the account of another accredited investor; and (b) it has received all information, financial and otherwise, with respect to the Issuer which it has requested and has had access to such additional information, if any, concerning the Issuer as it has considered necessary in connection with its investment decision to acquire the Subject Securities;
4.4.3 Sophisticated Investor AOL has such knowledge and experience in ----------------------- financial and business matters as to be capable of evaluating the merits and risks of its investment in the Subject Securities and is able to bear the economic risks of such investment;
4.4.4 U.S. Resident AOL and any account for which it is purchasing Subject ------------- Securities are resident in the United States;
Subscriber Representations. (a) The Subscriber is acquiring the Subscription Shares (and the shares of the Company's common stock, $.001 par value per share (the "Common Stock"), issuable upon conversion thereof) for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended ("Securities Act"). The Subscriber understands that none of the Subscription Shares have been (nor will the shares Common Stock issuable upon conversion thereof be) registered for sale under the Securities Act, or the securities or similar laws of any foreign, state or other jurisdiction, or qualified under applicable state securities laws and that the Subscription Shares are being offered and sold to the Subscriber in reliance on exemptions therefrom based, in part, upon the representations, warranties, covenants and agreements of the Subscriber contained in this Agreement. The Subscriber understands that it must bear the economic risk of its investment in the Company for an indefinite period of time, as the Subscriber cannot sell the Subscription Shares (or the shares of the Common Stock issuable upon conversion thereof) unless they are subsequently registered under the Securities Act and qualified under state securities laws, or unless an exemption from such registration and qualification is available.
(b) The Subscriber has carefully read and fully considered all disclosures contained in the Company's Annual Report on Form 10KSB for the year ended December 31, 2001 and all reports filed under the Securities Exchange Act of 1934, as amended, since then as provided upon request by the Company or available on the U.S. Securities and Exchange Commission XXXXX database at xxx.xxx.xxx. The Subscriber understands that an investment in the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) is a speculative investment with a high degree of risk of loss, and there are substantial restrictions on the transferability of the Subscription Shares (and the shares of Common Stock issuable upon conversion of thereof).
(c) The Subscriber acknowledges that only a limited public market for the securities of the Company, including the Subscription Shares, presently exists. The Subscriber acknowledges that a legend will be placed on the certificates representing the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) that will restrict the transferabi...
Subscriber Representations. Subscriber represents and warrants to Provider and Wabash Valley as follows:
1.6.1. Subscriber is electing to participate in the Program solely for the purposes of reducing the cost of consuming electricity, obtaining the Renewable Attributes described above, supporting sustainable energy initiatives, and reducing negative impacts on the environment. Subscriber’s participation is not being made for investment purposes, including any capital appreciation or other profit.
1.6.2. Subscriber understands and agrees that it is not obtaining any ownership right to underlying Solar Projects or individual solar panels, nor any capacity rights with respect thereto, and that it will not have access or control of any portion of the Solar Projects.
1.6.3. Subscriber further acknowledges and understands that (a) the services of Provider hereunder consist primarily of administering the Program, including managing subscriptions and the distribution of Production Credits or Renewable Attributes, (b) Wabash Valley or other third parties are solely responsible for the selection and management of the Solar Projects and otherwise arranging for Provider’s ability to offer the Program, and (c) Provider is a member of Wabash Valley but does not exercise control over it.
1.6.4. Subscriber understands that the benefits of its subscription depend significantly on factors beyond the control of Provider, including weather and the availability of sunlight necessary to produce solar electricity, limitations in the solar technology used at the Solar Projects, fluctuations in energy market prices, and the effect of changes of law or regulations. Subscriber further acknowledges that Provider makes no representation or warranty as to Subscriber’s ability to utilize the Renewable Attributes.
Subscriber Representations. The Subscriber hereby represents and warrants that in connection with this offering the Subscriber has received a prospectus from the Company.
Subscriber Representations. Subscriber shall not make any representations or warranties to any third party regarding the HIS Service or any part of it; Subscriber may, however, republish verbatim any description of the HIS Service that HIS publishes.
