Common use of The Lender Clause in Contracts

The Lender. (i) if a natural person, represents that the Lender has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement, the Warrant Agreement and the Security Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof (collectively referred to herein as the "SUBSCRIPTION DOCUMENTS"); (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, either such entity was not formed for the specific purpose of acquiring the Note, the Warrants and the Conversion Shares or all of the equity owners of such entity meet the requirement of at least one of the suitability standards for an "accredited investor" as set forth on the Accredited Investor Certification contained herein, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver the Subscription Documents and all other related agreements or certificates and to carry out the provisions hereof and thereof and to acquire and hold the Note, the Warrants and the Conversion Shares, the execution and delivery of the Subscription Documents have been duly authorized by all necessary action, the Subscription Documents have been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, the undersigned has full power and authority to execute and deliver the Subscription Documents in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited liability company or limited liability partnership, or other entity for whom the undersigned is executing the Subscription Documents, and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full right and power to perform pursuant to the Subscription Documents and make an investment in the Company, and that the Subscription Documents constitute legal, valid and binding obligations of such entity.