Representations, Warranties and Acknowledgments of the Investors Sample Clauses

This clause sets out the statements and assurances that investors must make regarding their authority, capacity, and eligibility to participate in the transaction. Typically, it requires investors to confirm that they have the legal right to invest, are not restricted by law or contract, and have reviewed all necessary information to make an informed decision. By obtaining these representations and warranties, the clause helps ensure regulatory compliance and protects the company from potential claims or disputes arising from ineligible or uninformed investors.
Representations, Warranties and Acknowledgments of the Investors. Each Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that:
View SourceView Similar (61)
Representations, Warranties and Acknowledgments of the Investors. Each of the Investors represents, warrants and acknowledges to the Corporation as of the date hereof as follows: (a) Such Investor is acquiring Series A Non-Voting Preferred Shares as principal with an aggregate acquisition cost to the Investor of not less than the amount set forth opposite such Investor's name on Schedule 1.1 and: (i) if a corporation, it was not incorporated solely, nor is it used primarily, to permit the purchase without a prospectus of the Series A Non-Voting Preferred Shares, or, if the corporation was incorporated solely for such purpose, each shareholder of the corporation has contributed at least C$97,000 to the corporation for the purpose of investment by the corporation in the Series A Non-Voting Preferred Shares; or (ii) if not a corporation, is a partnership, trust, fund, syndicate, association or other form of unincorporated organization, such partnership, trust, fund, syndicate, association or other form of unincorporated organization was not formed or established solely, nor is used primarily, to permit the purchase of the Series A Non-Voting Preferred Shares without a prospectus, or if formed or established or used primarily for such purpose, each member of such partnership, trust, fund, syndicate, association or other form of unincorporated organization, would have an aggregate acquisition cost of not less than C$97,000 for the Series A Non-Voting Preferred Shares if the participant were acquiring its proportionate interest in the Series A Non-Voting Preferred Shares; and (iii) is purchasing the Series A Non-Voting Preferred Shares for investment only and not with a view to resale or distribution in violation of applicable securities laws. (b) Such Investor, if a "U.S. Person" (as defined in Regulation S under the 1933 Act), is an "Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) (7) or (8) under the 1933 Act), and such Investor makes the additional representations and warranties contained in Schedule 3 of this Agreement. (c) Such Investor acknowledges that no offering memorandum, prospectus or registration statement has been prepared or filed by the Corporation with any securities commission or similar authority in any jurisdiction in connection with the Purchase and the issue and sale of Series A Non-Voting Preferred Shares to such Investor is subject to such sale being exempt from the requirements of applicable securities laws as to the filing of an offering memorandum, prospectus or registration statement. ...
View SourceView Similar (2)
Representations, Warranties and Acknowledgments of the Investors. (a) Each Investor hereby, severally and not jointly, represents and warrants as of the date hereof to the Company as follows: (i) it has the full right, power and authority to enter into this Subscription and to perform all of its obligations hereunder; (ii) this Subscription has been duly authorized and executed by the Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the Investor’s governing or organizational documents; (iv) the Investor has had full access to the Prospectus included in the Registration Statement and the Company’s periodic reports and other information incorporated by reference therein, and was able to read, review, download and print such materials, if desired; (v) in making its investment decision with respect to the Securities, the Investor and its Advisors (as defined below), if any, have relied solely on the Company’s public filings with the SEC; (vi) at the time the Investor was offered the Securities, it was, and at the date hereof it is, and on the date of the Closing and on each date on which it exercises the Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act; (vii) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities; (viii) the Investor and the Investor’s attorneys, accountants, purchaser representatives and/or tax advisors, if any (collectively, “Advisors”), have received and carefully reviewed this Subscription, the Company’s SEC filings and each of the transaction documents and all other documents requested by the Investor or its Advisors, if any, and understand the information contained therein, prior to the execution of this Subscription; (ix) all documents, records and books pertaining to the investment in the Securities, including, but not limited to, all information regarding the Com...
View Source
Representations, Warranties and Acknowledgments of the Investors. Each Investor, severally and not jointly, represents and warrants to the Company as of the date hereof and as of each Closing applicable to the Investor, that:
View Source

Related to Representations, Warranties and Acknowledgments of the Investors

  • Representations, Warranties and Acknowledgments 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its respective Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Tranche A Term Loans, Tranche B Term Loans, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Original Closing Date, on the First Restatement Date, on the Second Restatement Date, on the Second Amendment and Restatement Joinder Date, on the Third Restatement Date or as of the date of funding of such New Term Loans and/or Revolving Loans.

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that: a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Fund to provide investment services to the Portfolio Account as contemplated hereby. b. The Fund will deliver to the Sub-Adviser a true and complete copy of its then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Portfolio Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement. c. The Fund is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Fund by applicable law and regulations.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.