Common use of Representations of Noteholder Clause in Contracts

Representations of Noteholder. Noteholder hereby acknowledges, agrees, represents, warrants and covenants to the Company that: a. This Agreement constitutes Noteholder’s valid and legally binding obligation, enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. b. The transactions contemplated hereby will constitute an investment for Noteholder’s own account, and not with a view to the resale or distribution of any part thereof. c. Noteholder has no present intention of selling, granting any participation right in, or otherwise distributing any portion of this investment to any party, including, without limitation, any Warrant Shares issuable upon the exercise of the Warrant. d. Noteholder has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement, the Note and the Warrant, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof and thereof. e. Noteholder qualifies as an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (as amended).