Common use of Limited Representations and Warranties Clause in Contracts

Limited Representations and Warranties. a. The Lender hereby represents and warrants to AMTL the following: i. due incorporation and valid existence under the laws of Switzerland, with the power and authority to own its properties and conduct its business in the ordinary course; ii. the execution of this Agreement and the consummation of the transactions thereunder are duly authorized by the competent corporate bodies; iii. Lenders are granting the Loan and upon any Exercise will acquire Common Shares for their own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities iv. Lenders are “accredited investors” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; v. Lenders have been given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the Lenders; vi. Lenders understand that, except as provided in Section 8.5(e) hereof: (a) the Securities have not been and are not being registered under the Securities Act or any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lenders shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lenders provide AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. b. AMTL represents and warrants to the Lenders the following: i. due incorporation and valid existence under the laws of Bermuda, with the power and authority to own its properties and conduct its business in the ordinary course; ii. the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to AMTL, its articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is a party to or by which it is bound; iii. except for the senior debt disclosed under 2(c), AMTL does not have any financial debt outstanding as of the Effective Date, and the Loan will constitute senior debt in right of payment to any subsequent financial debt of AMTL; and iv. the obligations of AMTL according to this Agreement are valid, binding and enforceable against AMTL in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, composition or similar laws affecting creditors' rights in general.

Limited Representations and Warranties. a. (a) The Lender hereby represents and warrants to AMTL the following: i. (i) Its due incorporation and valid existence under the laws of Switzerlandthe Cayman Islands, with the power and authority to own its properties and conduct its business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder are duly authorized by the competent corporate bodies; (iii. Lenders are granting ) the Lender is (a) acquiring the Loan and (b) upon any Conversion, payment of Repayment Shares or Warrant Exercise will acquire Common Shares Shares, for their its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities (iv. Lenders are ) the Lender is an “accredited investorsinvestor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; v. Lenders have (v) the Lender has been given the opportunity to ask questions and receive answers concerning the terms and conditions condition of the offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the LendersLender; (vi. Lenders understand ) the Lender understands that, except as provided in Section 8.5(eSections 8.4(e) and 9(b) hereof: (a) the Securities have not been and are not being registered under the Securities Act or any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lenders Lender shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lenders provide Lender provides AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Lender represents and warrants to AMTL that Lender, or any of its agents, representatives or affiliates has not engaged in or effected and will not engage in or effect, in any manner whatsoever, directly or indirectly, any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares in the time period commencing thirty (30) days preceding the Effective Date and ending with the Maturity Date or the repayment of the last outstanding principial amount of the Loan, whichever comes later. b. (b) AMTL represents and warrants to the Lenders Lender the following: i. (i) Its due incorporation and valid existence under the laws of Bermudatheir respective place of incorporation, with the power and authority to own its properties and conduct its business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to AMTL, its articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is a party to or by which it is bound; (iii. except for ) the senior debt disclosed under 2(c)Loan is subordinated to three loans in the total amount of CHF 950,000 maturing on May 31, AMTL does not have any financial debt outstanding as of the Effective Date2023, and the Loan will constitute senior debt in right of payment to any subsequent financial debt of AMTL; and (iv. ) the obligations of AMTL according to this Agreement are valid, binding and enforceable against AMTL in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, composition or similar laws affecting creditors' ’ rights in general.

Limited Representations and Warranties. a. (a) The Lender hereby represents and warrants to AMTL the following: i. (i) due incorporation and valid existence under the laws of Switzerland, with the power and authority to own its properties and conduct its business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder are duly authorized by the competent corporate bodies; (iii. Lenders are granting ) the Lender is (a) acquiring the Loan and (b) upon any Exercise Conversion will acquire Common Shares Conversion Shares, for their its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities (iv. Lenders are ) the Lender is an “accredited investorsinvestor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; v. Lenders have (v) the Lender has been given the opportunity to ask questions and receive answers concerning the terms and conditions condition of the offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the LendersLender; (vi. Lenders understand ) the Lender understands that, except as provided in Section 8.5(e) hereof: (a) the Securities have not been and are not being registered under the Securities Act or any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lenders Lender shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lenders provide Lender provides AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Lender acknowledges that trading in AMTL’s securities for its own account or on the behalf of others is forbidden in the time period between the Effective Date and the Disbursement Date (inclusive). b. (b) AMTL represents and warrants to the Lenders Lender the following: i. (i) due incorporation and valid existence under the laws of Bermudatheir respective place of incorporation, with the power and authority to own its properties and conduct its business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to AMTL, its articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is a party to or by which it is bound; (iii. except for the senior debt disclosed under 2(c), ) AMTL does not have any financial debt outstanding as of the Effective Date, and the Loan will constitute senior debt in right of payment to any subsequent financial debt of AMTL; and (iv. ) the obligations of AMTL according to this Agreement are valid, binding and enforceable against AMTL in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, composition or similar laws affecting creditors' rights in general.

Limited Representations and Warranties. a. (a) The Lender hereby represents and warrants to AMTL the Borrower and AMHL the following: i. (i) due incorporation and valid existence under the laws of Switzerland, with the power and authority to own its properties and conduct its business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder are duly authorized by the competent corporate bodies; (iii. Lenders are granting ) the Lender is (a) acquiring the Loan and (b) upon any Exercise Conversion will acquire Common Shares Conversion Shares, for their its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities (iv. Lenders are ) the Lender is an “accredited investorsinvestor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; v. Lenders have (v) the Lender has been given the opportunity to ask questions and receive answers concerning the terms and conditions condition of the offering of and to obtain any additional information which AMTL Borrower and/or AMHL possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the LendersLender; (vi. Lenders understand ) the Lender understands that, except as provided in Section 8.5(e8.5(f) hereof: (a) the Securities have not been and are not being registered under the Securities Act or any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lenders Lender shall have delivered to AMTL AMHL an opinion of counsel, in a form reasonably satisfactory to AMTLAMHL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lenders provide AMTL Lender provides AMHL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL AMHL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.; and b. AMTL (b) Each of the Borrower and AMHL represents and warrants to the Lenders Lender, solely with respect to itself, the following: i. (i) due incorporation and valid existence under the laws of Bermudatheir respective place of incorporation, with the power and authority to own its their properties and conduct its their business in the ordinary course; (ii. ) the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to AMTLthe Borrower or AMHL, its their articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is the Borrower or AMHL are a party to or by which it is they are bound; iii. except for the senior debt disclosed under 2(c), AMTL does not have any financial debt outstanding as of the Effective Date, and the Loan will constitute senior debt in right of payment to any subsequent financial debt of AMTL; and iv. (iii) the obligations of AMTL the Borrower and AMHL according to this Agreement are valid, binding and enforceable against AMTL the Borrower and AMHL in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, composition or similar laws affecting creditors' ’ rights in general.