Consultant Representations Sample Clauses

Consultant Representations. Consultant hereby represents, knowing that the Client is relying thereon, that: a) Consultant is an Accredited Investor, as that term is defined in Regulation D in the Securities ▇▇▇, ▇▇▇▇, and Consultant has completed the attached Exhibit D, or, in lieu of this, Consultant agrees that the Option and Shares shall only be issued immediately if and when an appropriate exemption from registration exists or an effective registration statement is available; b) Consultant has not in the past, nor will he in the future engage in any activity contrary to the securities laws of any jurisdiction including, without limitation, those of the United States of America; and c) Consultant has read and accepted the Viral Genetics Intellectual Property Agreement, attached hereto as Exhibit E, which is part of this Agreement and the provisions of which shall survive the expiration or earlier termination of this Agreement in strict accordance with the time periods as described therein.

Consultant Representations. Consultant represents and warrants that he is free to enter into this Agreement and to perform each of its terms and covenants. Consultant represents and warrants that he is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that his execution and performance of this Agreement is not a violation or breach of any other agreement between Consultant and any other person or entity. The Consultant represents and warrants that this Agreement is a legal, valid and binding agreement of the Consultant, enforceable in accordance with its terms.

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof; (ii) it has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholders; (iii) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 (the ‘‘1933 Act’’) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’

Consultant Representations. Consultant hereby represents to the Company that the execution and delivery of this Agreement by Consultant and the Company and the performance by Consultant of Consultant’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any consulting agreement, employment agreement, or any other agreement or policy to which Consultant is a party or otherwise bound. Consultant further represents that he has consulted with his own independent counsel with respect to the negotiation of, and his decision to enter into, this Agreement and acknowledges that he understands the meaning and effect of each and every term and provision contained herein.

Consultant Representations. Consultant warrants that it is fully qualified to perform this Agreement in its area of expertise, and represents that (a) by its own independent investigation, it has ascertained (i) the nature of the Services required, (ii) the conditions involved in performing the Services, and (iii) its obligations under this Agreement, and (b) it will verify all information furnished by the Authority, satisfying itself as to the correctness and accuracy of that information, and if incorrect or inaccurate, has taken appropriate exception and has determined correct and accurate information. Any failure by Consultant to investigate independently and become fully informed will not relieve Consultant from its responsibilities under this Agreement.

Consultant Representations. In order to induce CLIENT to accept this Subscription, CONSULTANT represents and warrants to and covenants with CLIENT as follows:

Consultant Representations. (a) Consultant has all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary corporate action on the part of Consultant and has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). (b) The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares. The Consultant acknowledges and represents that it is able to fend for itself and can bear the economic risk of an investment in the Shares. (c) The Consultant further acknowledges and represents that it has (A) reviewed the Company's Annual Report on Form 10-KSB as filed with the SEC on March 20, 2006; and (B) been afforded, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary or desirable to enable the Consultant to make an informed investment decision with respect to the purchase of the Shares, and that it has received any such information that it has requested. (d) The Consultant further acknowledges and represents that (A) the Consultant is an "accredited investor" as that term is defined in Rule 401(a) of Regulation D; (B) the Consultant is acquiring the Shares for investment purposes only, and is not acquiring the Shares for the purpose of sale or distribution; and (C) the Consultant understands that the Shares are not registered under the 1933 Act and cannot be sold or otherwise disposed of except in compliance with the 1933 Act or in reliance upon an exemption from the 1933 Act and that the certificate(s) representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER T...

Consultant Representations. Consultant represents the following: Consultant is properly authorized to do business in the State of Florida; the execution, delivery and performance of this Agreement by Consultant have been duly authorized; this Agreement is binding on Consultant and enforceable against Contactor in accordance with its terms; and no consent of any other person or entity to such execution, delivery and performance is required.

Consultant Representations. In connection with the Consulting Shares to be acquired by Consultant hereunder, Consultant represents and warrants to the Company that: a. Consultant acknowledges that Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers to other representatives of the Company concerning an investment in the Consulting Shares, and any additional information which Consultant has requested. b. Consultant has had experience in investments in restricted and publicly traded securities, and has had experience in investments in speculative securities and other investments which involved the risk of loss of investment. Consultant acknowledges that an investment in the Consulting Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment and Consultant can afford the risk of loss of his entire investment in the Consulting Shares. c. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. d. Consultant is acquiring the Consulting Shares for Consultant’s own account for investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.