Common use of Xxxxxxx Representations and Warranties Clause in Contracts

Xxxxxxx Representations and Warranties. Xxxxxxx hereby represents and warrants to Purchaser as follows: (a) Xxxxxxx is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) This Agreement is made with Xxxxxxx in reliance upon Xxxxxxx'x representation to Purchaser, which by Xxxxxxx'x execution of this Agreement, Xxxxxxx hereby confirms, that the Purchaser Shares to be acquired by Xxxxxxx will be acquired for investment for Xxxxxxx'x own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. (c) Xxxxxxx understands that the Purchaser Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Xxxxxxx'x representations as expressed herein. Xxxxxxx understands that the Purchaser Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Xxxxxxx must hold the Purchaser Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Xxxxxxx acknowledges that Purchaser has no obligation to register or qualify the Purchaser Shares for resale. Xxxxxxx further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchaser Shares, and on requirements relating to Purchaser which are outside of Xxxxxxx'x control, and which Purchaser is under no obligation and may not be able to satisfy. (d) Xxxxxxx understands that the Purchaser Shares and any securities issued in respect of or exchange for the Purchaser Shares, may bear one or all of the following legends: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (ii) Any legend required by the securities laws of any state to the extent such laws are applicable to the Purchaser Shares represented by the certificate so legended.

Xxxxxxx Representations and Warranties. Xxxxxxx As an inducement to CENTIV to enter into this Agreement, Xxxxxx hereby represents and warrants to Purchaser that the following are true and correct as follows:of the date first written above, and acknowledges that CENTIV is relying on such representations and warranties in connection with the transactions contemplated by this Agreement. (a) Xxxxxxx Xxxxxx is an accredited investor as defined the owner of the Shares free and clear of all liens, claims and encumbrances of any nature whatsoever other than CENTIV's security interest in Rule 501(a) the Shares. All requirements for transfer of Regulation D promulgated under the Securities Act of 1933, as amended (Shares imposed by law have been satisfied and Xxxxxx has the "Securities Act")right to sell and transfer the Shares. (b) This Agreement is made with Xxxxxxx in reliance upon Xxxxxxx'x representation All actions by Xxxxxx required to Purchaserenter into and execute, which by Xxxxxxx'x execution of deliver and perform this Agreement, Xxxxxxx hereby confirmsand to consummate the transactions herein, that the Purchaser Shares have been taken. Xxxxxx has full power, authority and legal right to enter into this Agreement and any other agreements required to be acquired entered into by Xxxxxxx will be acquired for investment for Xxxxxxx'x own account, not as a nominee or agent, him under the terms hereof and not with a view to consummate the resale or distribution transactions and perform the obligations contemplated hereby and thereby. Upon execution and delivery of this Agreement and of any part thereofother agreements required of Xxxxxx hereunder, each will constitute the legal, valid and binding obligation of Xxxxxx, enforceable against him in accordance with its terms except as his obligations hereunder and thereunder may be limited by the availability of equitable remedies, by public policy or by bankruptcy, insolvency or other laws affecting the enforcement of creditor's rights. (c) Xxxxxxx understands that Neither the Purchaser Shares have not beenexecution and delivery of this Agreement nor of any other agreements or instruments required of Xxxxxx by the terms hereof, nor the performance of or compliance by Xxxxxx with any of the respective terms and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of this Agreement or of such other agreements or instruments conflicts with or will conflict with, or will result in the Securities Act which depends upon, among other things, the bona fide nature breach of the investment intent and provisions of, any of the accuracy terms, conditions or provisions of Xxxxxxx'x representations as expressed herein. Xxxxxxx understands that the Purchaser Shares are "restricted securities" under applicable U.S. federal and state securities laws and thatany mortgage, pursuant bond, debenture, note, indenture, loan or credit agreement, contract, lease, instrument or any other agreement or restriction to these laws, Xxxxxxx must hold the Purchaser Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified which Xxxxxx is a party or by state authoritieswhich he is bound, or an exemption from such registration and qualification requirements is available. Xxxxxxx acknowledges that Purchaser has no obligation constitutes a default thereunder or gives rise to register any right of termination by any party or qualify the Purchaser Shares for resale. Xxxxxxx further acknowledges that if an exemption from registration violates any judgment, order, injunction, decree or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchaser Shares, and on requirements relating to Purchaser which are outside of Xxxxxxx'x control, and which Purchaser is under no obligation and may not be able to satisfy. (d) Xxxxxxx understands that the Purchaser Shares and any securities issued in respect of or exchange for the Purchaser Shares, may bear one or all of the following legends: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (ii) Any legend required by the securities laws award of any state to the extent such laws are applicable to the Purchaser Shares represented court, administrative agency or governmental body by the certificate so legendedwhich Xxxxxx is bound or subject, or contravenes any law, rule or regulation binding on him.

Xxxxxxx Representations and Warranties. Xxxxxxx Xxxxxx hereby represents and warrants to Purchaser warranties as follows: (a) Xxxxxxx 5.1 Xxxxxx is an “accredited investor investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”). (b) This Agreement is made with Xxxxxxx in reliance upon Xxxxxxx'x representation 5.2 Xxxxxx has the right, power, legal capacity and authority to Purchaser, which by Xxxxxxx'x execution of enter into and perform his obligations under this Agreement. 5.3 Xxxxxx has received, Xxxxxxx hereby confirmsread carefully and is familiar with this Agreement. With respect to TMI, Xxxxxx is familiar with TMI’s business, plans and financial condition, and any other matters relating to TMI; Xxxxxx has received all materials that have been requested by Xxxxxx; Xxxxxx has had a reasonable opportunity to ask questions of TMI and its representatives; and TMI has answered all inquiries that Xxxxxx or his representatives have put to it. Xxxxxx has had access to all additional non-confidential information necessary, in Xxxxxx’x judgment, to evaluate the Purchaser Shares merits and risks of an investment in TMI. Xxxxxx acknowledges that Sellers have made no representations or warranties of any kind to Xxxxxx regarding TMI, its business, finances or prospects. 5.4 Xxxxxx has such knowledge and experience in finance, securities, investments and other business matters so as to be acquired by Xxxxxxx able to protect his interests in connection with this transaction, and Xxxxxx’x investment in TMI hereunder is not material when compared to Xxxxxx’x total financial capacity. 5.5 Xxxxxx understands the various risks of an investment in TMI and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. 5.6 Xxxxxx acknowledges that no liquid market for the Series A Preferred Stock currently exists and none may develop in the future and that Xxxxxx may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. 5.7 Xxxxxx will be acquired acquire the Common Stock and the Series A Preferred Stock for Xxxxxx’x own account for investment for Xxxxxxx'x own account, not as a nominee or agent, and not with a view to the resale sale or distribution thereof or the granting of any part thereofparticipation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein. 5.8 Xxxxxx has been advised by Sellers that neither the Common Stock nor the Series A Preferred Stock have been registered under the Securities Act or applicable state securities law and that they will be sold in a transaction exempt therefrom. Xxxxxx acknowledges that he is familiar with the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Common Stock and Series A Preferred Stock. In particular, Xxxxxx agrees that TMI shall not be required to give any effect to a sale, assignment or transfer of the Shares, unless (ci) Xxxxxxx understands that the Purchaser Shares have not beensale, and will not be, assignment or transfer of such stock is registered under the Securities Act, by reason of a specific exemption and applicable state securities laws, it being understood that the Common Stock and the Series A Preferred Stock are not currently registered for sale and that TMI has no obligation or intention to so register those shares or (ii) such sale, assignment or transfer is otherwise exempt from the registration provisions of under the Securities Act which depends upon, among and applicable state securities laws. Xxxxxx further understands that an opinion of counsel and other things, documents may be required to transfer the bona fide nature of the investment intent Common Stock and the accuracy Series A Preferred Stock. Xxxxxx acknowledges that Common Stock and the Series A Preferred Stock shall be subject to stop transfer orders and the certificate or certificates evidencing any of Xxxxxxx'x representations those shares shall bear the following or a substantially similar legend or such other legend as expressed herein. Xxxxxxx understands that may appear on the Purchaser Shares are "restricted securities" forms of common stock and preferred stock and such other legends as may be required by state blue sky laws: “The securities represented by this certificate have not been registered under applicable U.S. federal and the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws and thatneither such securities nor any interest therein may be offered, pursuant to these sold, pledged, assigned or otherwise transferred unless (1) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws, Xxxxxxx must hold or (2) the Purchaser Shares indefinitely unless they Company receives an opinion of counsel to the holder of such securities, which counsel and opinion are registered with reasonably satisfactory to the Company, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities and Exchange Commission and qualified by Act or applicable state authorities, or an exemption from such registration and qualification requirements is available. Xxxxxxx acknowledges that Purchaser has no obligation to register or qualify the Purchaser Shares for resale. Xxxxxxx further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchaser Shares, and on requirements relating to Purchaser which are outside of Xxxxxxx'x control, and which Purchaser is under no obligation and may not be able to satisfysecurities laws. (d) Xxxxxxx understands that the Purchaser Shares and any securities issued in respect of or exchange for the Purchaser Shares, may bear one or all of the following legends: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (ii) Any legend required by the securities laws of any state to the extent such laws are applicable to the Purchaser Shares represented by the certificate so legended.”