The Investor’s Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, the Investor hereby makes to the Company the representations and warranties contained in this Section 4.
The Investor’s Representations and Warranties. The Investor represents and warrants to, and covenants with, the Corporation (and acknowledges that the Corporation is relying on them), that both as at the execution date of this Subscription Agreement and at each Closing Date (and in each case in relation to the circumstances subsisting at the relevant date such representations, warranties and covenants are given, repeated or deemed given or repeated, and which representations, warranties and covenants shall survive the Closings):
The Investor’s Representations and Warranties. The Investor hereby represents and warrants as follows:
a. It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.
b. It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.
c. It has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel, accountant and tax advisers; and this Agreement has been executed and delivered by it of its own free will and without promises, threats or the exertion of any duress.
d. This Agreement has been duly executed by the Investor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Investor enforceable against the Investor in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
The Investor’s Representations and Warranties. The Investor hereby makes the representations, warranties and undertakings to the Company that the following expressions are true and accurate and not misleading in all aspects at the date hereof:
(a) The Investor was established and effectively subsists under laws of the place of establishment thereof;
(b) The Investor has all rights to execute the Agreement, can exercise its rights and fulfil its obligations hereunder, and has taken all corporate actions to conclude and deliver the Agreement and fully fulfil its obligations and complete the transaction contemplated hereunder;
(c) After being formally authorized, executed and delivered by the Investor, the Agreement shall constitute an agreement effective for and bonding upon the Investor and be compulsorily enforceable for the Investor according to clauses hereof, but shall be subject to bankruptcy matters;
(d) As for the execution, delivery and performance of the Agreement, the Investor does and will not (i) be required to obtain the consent or approval of any competent governmental authority or any third party; (ii) violate any of the following provisions in any material respect: (A) any applicable laws or regulations or any order or decree of any governmental authority validating at the date hereof, or (B) any constitutional document; or (C) any agreement to which the Investor is a party or which constrains the Investor or any assets thereof;
(e) The Investor has enough funds to pay the Consideration necessary for the subscription of Convertible Bonds in full. Convertible Bond Subscription Agreement 10
The Investor’s Representations and Warranties. The Investors jointly and severally represent and warrant to Shareholders, Allied Parent and the Company as follows:
The Investor’s Representations and Warranties. The Investor hereby represents and warrants to the Corporation that the following representations are true and correct at the Time of Closing. The Investor acknowledges and confirms that the Corporation is relying upon such representations and warranties in connection with the issuance of the Securities to the Investor and the completion of the transactions contemplated under the Agreement. GOOD STANDING
(a) The Investor is a Cayman Island corporation duly constituted and validly subsisting under the laws of the Cayman Islands; INVESTOR AUTHORITY
(b) The Investor has power and authority to enter into and perform its obligations under this Agreement and all other Transaction Documents executed and delivered by the Investor in furtherance of the Closing of the transactions contemplated under this Agreement including, without limitation, to subscribe for the Securities in accordance with the terms of this Agreement; AGREEMENT BINDING
(c) Each of the Transaction Documents delivered by the Investor on or before the Closing Date are, valid and legally binding obligations of the Investor enforceable in accordance with their respective terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws effecting the enforcement of credits' rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction. Neither the execution of this Agreement, or such other Transaction Documents by the Investor, nor the performance by the Investor of the various terms and provisions hereof and thereof, will violate the trust instruments constituting the Investor. The Investor is not a party to, subject to or bound by any judgment, injunction or decree of any court or government body that prevents the performance of this Agreement, or any document referred to herein; COMMISSIONS
(d) No commissions or brokerage or finders fees are payable by the Corporation, through or on account of any acts of the Investor or its representatives in connection with this Agreement or the Closing Documents; SECURITIES MATTERS
(e) The Investor:
(i) is subscribing for the Securities to be issued to be held for its own account not for the purpose of distributing the same in specie to any beneficiary;
(ii) has not been created, ...
The Investor’s Representations and Warranties. In order to induce the Company to enter into this Agreement and to issue and sell the Shares to the Investor as described herein, the Investor, severally and as to itself, himself or herself only, represents and warrants as follows:
The Investor’s Representations and Warranties. The Investor hereby represents and warrants to the Corporation that the following representations are true and correct at the Time of Closing. The Investor acknowledges and confirms that the Corporation is relying upon such representations and warranties in connection with the issuance of the Securities to the Investor and the completion of the transactions contemplated under the Agreement.
The Investor’s Representations and Warranties. The Investor represents and warrants to the Company as of the execution date and the Closing Date as follows:
The Investor’s Representations and Warranties. To induce TWP to accept the INVESTOR's purchase of the Working Interest, the INVESTOR acknowledges, represents, warrants and agrees as follows, which shall survive the INVESTOR's purchase of the Working Interest:
a. The INVESTOR is an experienced and knowledgeable INVESTOR in Oil and Gas Ventures and represents that he has participated in many ventures similar to the venture herein contemplated.
b. The INVESTOR recognizes that the Working Interest involves a high degree of risk of loss, including those risks associated with oil and gas exploration generally and those unique to the Utah Hingeline Area in particular.
c. The INVESTOR (i) is a sophisticated INVESTOR having business, financial and investment experience sufficient to enable him to evaluate the merits and risks of the purchase of the Working Interest, (ii) has adequate means of providing for his current needs and possible personal contingencies, (iii) is able to bear the illiquidity and substantial risk of the purchase of the Working Interest, (iv) at the present time can afford a complete loss of such investment and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to the INVESTOR's net worth, and the INVESTOR's purchase of the Working Interest will not cause such overall commitment to become excessive. In making this investment decision, the INVESTOR has obtained such advice from investment advisors, legal counsel and accountants as is deemed necessary, and has not relied upon the advice of TWP or any of their officers or managers.
d. The INVESTOR understands that the Working Interests have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and are being offered and sold in reliance upon applicable federal and state exemptions with respect to transactions not involving any public offering. The INVESTOR will not transfer the Working Interest unless the transfer is exempt from registration under such laws. The INVESTOR is aware that there is no market for the Working Interest and that no such market will ever develop.
e. The INVESTOR will not sell, assign, transfer, encumber or otherwise dispose of the Working Interest, or any portion thereof, in any manner that would violate the Securities Act, the rules and regulations of the Securities and Exchange Commission or the laws or regulations of any state.
f. The Working Interest is being purchased solely for the INVESTOR...
