Common use of Representations and Acknowledgments Clause in Contracts

Representations and Acknowledgments. The parties hereto make the following representations and acknowledgments: (a) Neither the Units, nor the underlying securities shall, upon issuance, have been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or securities laws. (b) Upon issuance, the Units and the underlying securities shall constitute "restricted securities" as that term is defined in Rule 144 under the Act. (c) Following issuance, neither the Units nor the underlying securities may be sold or transferred for value without registration under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities laws. (d) Following its formation and the issuance of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Units.

Representations and Acknowledgments. The parties hereto make the following representations and acknowledgments: (a) Neither the Units, nor the underlying securities The shares shall, upon issuance, have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or securities laws. (b) Upon issuance, the Units and the underlying securities shares shall constitute "restricted securities" as that term is defined in Rule 144 under the Act. (c) Following issuance, neither the Units nor the underlying securities shares may not be sold or transferred for value without registration under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities shares under the Act or under any applicable state blue sky or securities laws. (d) Following its formation and the issuance of the Unitsshares, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Unitsshares: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units shares upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units shares upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Unitsshares.

Representations and Acknowledgments. The parties hereto make Notwithstanding the following ----------------------------------- representations and acknowledgments: acknowledgments set forth below, nothing in this Section 8 or in this Agreement shall be understood or construed as an acknowledgment or recognition by either ASCC or by the Applicant that any membership (aincluding the Membership) Neither constitutes a "security" within the Units, nor the underlying securities shall, upon issuance, have been registered under meaning of Section 2(1) of the Securities Act of 1933, as amended (the "Securities Act"), Section 3(a)(l0) of the Securities Exchange Act of 1934, as amended, or under any State state Blue Sky or securities laws law. Nonetheless, the Applicant represents that and only acknowledges the Company can register such securities under following: (a) The Applicant acknowledges that it is aware of ASCC's business, affairs and operations and has acquired sufficient information about ASCC to reach an informed and knowledgeable decision to acquire the Act or under applicable State Blue Sky or securities lawsMembership. (b) Upon issuance, the Units and the underlying securities shall constitute "restricted securities" as The Applicant acknowledges that term is defined memberships in Rule 144 ASCC have not been registered under the ActSecurities Act or registered or qualified under the securities laws of any states; that no securities administrator of any state or the Federal government has made any finding or determination relating to the fairness of a purchase of a proprietary interest in ASCC; and that no securities administrator of any state or the Federal government has recommended or endorsed any issuance or grant of memberships. (c) Following issuanceWithout limiting the generality of the provisions of Section 12 hereof, neither the Units offer nor the underlying securities may be sold or transferred for value without registration sale of such memberships has been registered under the Securities Act or the securities laws of 1933any states and the memberships may not be sold, as amendedassigned, pledged or under applicable State blue sky otherwise disposed of unless they are so registered or securities laws, or in the absence of an opinion of counsel acceptable to the Company that exemption from such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities lawsavailable. (d) Following The Applicant represents that it is acquiring the Membership for its formation own account, as principal, for purposes of enabling the Affiliate to engaging in sales or transfers of its receivables or interests in receivables or borrowings secured thereby, pursuant to a Receivables Sale Agreement, and not with a view to the issuance resale of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and such membership or any applicable State blue sky or securities lawsinterest therein. (e) In accordance with The Applicant represents that it is neither an "investment company" nor a "company controlled by an investment company" within the foregoing restrictions, the parties hereby agree that a legend substantially to the effect meaning of the following may be placed upon all certificates representing Investment Company Act of 1940, as amended (the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS1940 Act")." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request Applicant represents that it is an "accredited investor" as defined in connection with the acquisition Regulation D of the UnitsSecurities and Exchange Commission, 12 C.F.R. 230.501- 230.508.

Representations and Acknowledgments. The parties hereto make (a) Each Investor represents and warrants that it has, and will have at Closing, good and marketable title to its shares of Preferred Stock to be repurchased and/or converted pursuant to this Agreement, free and clear of any security interest, pledge, mortgage, lien, charge, claim or other encumbrance. (b) Each Investor represents and warrants to the following representations and acknowledgmentsCompany as follows: (ai) Neither The shares of Common Stock (other than the UnitsNB Option Shares) are being acquired for such person's own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such securities. No other person has any right with respect to or interest in the underlying securities shallCommon Stock being acquired by such person, upon issuancenor has such person agreed to give any person any such interest or right in the future (other than the NB Option Shares). (ii) Such person understands that the shares of Common Stock being acquired in connection herewith (other than the NB Option Shares, which will be registered as of the Closing) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or nor qualified under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. (biii) Upon issuanceSuch person has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment(s) contemplated by this Agreement and is able to bear the economic risk of investment in the Company (including a complete loss of investment). (iv) Such person understands that absent registration under the Securities Act and qualification under applicable state securities laws, the Units shares of Common Stock may not be transferred without an opinion of counsel reasonably satisfactory to the Company stating that an exemption from such registration and qualification is available, and such person must otherwise bear the underlying economic risk of this investment indefinitely unless such person's securities shall constitute "restricted securities" as that term are registered pursuant to the Securities Act and qualified under applicable state securities laws or an exemption from qualification is defined in Rule 144 available. (v) The social security number or employer identification number set forth under such person's name on the Actsignature pages hereto is true and correct. (c) Following issuance, neither Each Purchase Stockholder acknowledges that the Units nor the underlying securities may shares of Common Stock it receives pursuant to this Agreement will be sold or transferred for value without registration considered "Shares" under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities lawsPurchase Stockholders Agreement. (d) Following its formation and the issuance of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Units.