Representations by the Investor Clause Samples

Representations by the Investor. In connection with the purchase of the Securities, the Investor acknowledges, warrants and represents to the Company as follows: a. The Investor is acquiring the Securities for investment for his own account and without the intention of participating, directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any portion thereof. b. The Investor has knowledge and experience in financial and business matters and has consulted with its own professional representatives as it has considered appropriate to assist in evaluating the merits and risks of this investment. The Investor has had access to and an opportunity to question the officers of the Company, or persons acting on their behalf, with respect to material information about the Company and, in connection with the evaluation of this investment, has, to the best of his knowledge, received all information and data with respect to the Company that the Investor has requested. The Investor has carefully reviewed all of the Company's filings with the Securities and Exchange Commission. The Investor is acquiring the Securities based solely upon its independent examination and judgment as to the prospects of the Company. c. The Securities were not offered to the Investor by means of publicly disseminated advertisements or sales literature. d. The Investor is acquiring the Securities without being furnished any offering materials or prospectus. e. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk, including a risk of loss of the entire investment in the Company, and the Investor may have to continue to bear the economic risk of the investment in the Securities for an indefinite period. The Investor acknowledges that the Securities are being sold to the Investor without registration under any state or federal law requiring the registration of securities for sale, and accordingly will constitute "restricted securities" as defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). The transferability of the Securities is therefor restricted by applicable United States Federal and state securities laws. f. The Investor acknowledges that each certificate representing Securities shall be subject to a legend substantially in the following form: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended or any...
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Representations by the Investor. The Investor represents, warrants and undertakes to the Company that: he has the capacity and authority, and has obtained all necessary consents, to enter into and to perform his obligations under this agreement and may lawfully subscribe for the Subscription Shares; this agreement constitutes legally valid and binding obligations on him, enforceable in accordance with its terms; subject to fulfilment of the Condition, he has complied with all relevant laws of all relevant territories, obtained all requisite government or other consents which may be required in connection with his subscription for the Subscription Shares, complied with all requisite formalities and not taken any action or omitted to take any action which will or may result in the Company, or any of its officers, partners, directors, agents, employees, affiliates or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the issue of the Subscription Shares; he is not relying on any information or representation, warranty or undertaking (express or implied) given by or on behalf of the Company or any other person in relation to the Company, its subsidiaries or the Subscription Shares other than: (i) as contained in this agreement or (ii) which has been publicly disclosed by the Company; he will not deal, or cause or permit any other person over which he has control to deal, in all or any of the Subscription Shares prior to Admission becoming effective; in relation to his acquisition of the Subscription Shares, he will comply with the disclosure obligations under the Disclosure Guidance and Transparency Rules issued by the UK Financial Conduct Authority (“FCA”), the EU Market Abuse Regulation (Regulation 596/2014) (“MAR”) and the City Code on Takeovers and Mergers issued by the UK Panel on Takeovers and Mergers (in each case, as amended from time to time and to the extent applicable); he is entitled to acquire the Subscription Shares under the laws of all jurisdictions which apply to the Investor and, in relation to such acquisition, he has fully observed such laws and has obtained all required consents and completed all necessary formalities; he (i) is an “accredited investor” as defined in Rule 501(a) under the Securities Act and
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Representations by the Investor. ● The Investor has the legal capacity and authority to enter into this Agreement. ● The Investor is acquiring the investment units for investment purposes only and not for resale or distribution. ● The Investor understands and accepts the risks associated with investing in the Company.
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Representations by the Investor. In consideration of the Company's acceptance of the Investor’s subscription and recognizing the Company’s reliance thereon, the Investor represents and warrants to the Company that:
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Representations by the Investor. The Investor hereby represents as follows: (a) The Investor has reviewed completed the Questionnaire, the responses for which are accurate and true in all respects. (i) The Investor is purchasing the Units for investment purposes only for the account of the Investor and not with any view toward a distribution thereof; (ii) the Investor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Units or any of the Securities, and the Investor has no present plans to enter into any such contract, undertaking, agreement or arrangement; and (iii) the Investor understands, acknowledges and consents that the Investor shall have to bear the economic risk of the investment contemplated herein for an indefinite period of time, including a risk of loss of Investor’s entire investment. The Investor if an entity, was not formed for the purposes making the Investment herein. (c) The Investor is aware that the Company is a recently formed, development stage, pharmaceutical company that has no assets or material revenue and that has not yet begun FDA Phase I testing. The Investor is aware that the Company will need substantial additional capital in order to continue development and research and that investment in the Company involves a high degree of risk, immediate and substantial dilution, lack of liquidity and substantial restrictions on transferability of the Securities or any other interest in the Company. The Investor is also aware that in May of 2004, the Company entered into a Consulting Agreement with ▇▇▇ Management Corp. that provided for issuance of 5,900,000 shares of Common Stock (the “Consulting Shares”) to ▇▇▇ Management Corp. in consideration of consulting services to be rendered and a subscription price of $.01 per share; that the Consulting Shares are being held in escrow; and that a designee of the Company holds a proxy to vote 2,000,000 of the Consulting Shares. (d) The Investor has sufficient financial resources available to support the loss of all or a portion of the Investor’s investment in the Company, has no need for liquidity in the investment in the Company and is able to bear the economic risk of the investment. (e) The Investor, directly or through the Investor’s advisors, counsel and tax professionals is sophisticated and experienced in investment matters, and, as a result, the Investor is in a position to evaluate an investment in the Company and has the capacity to p...
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Related to Representations by the Investor

  • Representations by the Issuer The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”): 2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. 2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions. 2.3 The Interests have been duly and validly authorized and issued. 2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows: