REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF THE SUBSCRIBER Sample Clauses
This clause sets out the statements, promises, and confirmations made by the subscriber in connection with entering into the agreement. It typically requires the subscriber to affirm facts such as their legal authority to enter the contract, their understanding of the investment risks, and compliance with relevant laws or eligibility requirements. By including these representations, warranties, covenants, and acknowledgments, the clause ensures that the subscriber is fully informed and legally qualified, thereby protecting the issuer from potential disputes or regulatory issues arising from misrepresentation or ineligibility.
REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF THE SUBSCRIBER. 5.1 Representations, Warranties and Covenants of the Subscriber
(a) The matters set forth by the Subscriber on pages 2 and 3 of this Subscription Agreement are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(b) The Subscriber is a resident in the jurisdiction set out on page 2 of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Common Shares and the Subscriber and any beneficial purchaser was solicited to purchase and executed this Subscription Agreement in such jurisdiction.
(c) The Subscriber has properly completed, executed and delivered to the Company within the applicable time periods the certificate(s) set forth in Schedule “C” to this Subscription Agreement and the information contained therein is true and correct.
(d) The representations, warranties and covenants contained in Schedule “A” and in the other applicable Schedules to this Subscription Agreement are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(e) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for Common Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.
(f) The undersigned represents and warrants that the undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC) or in any Executive Order issued by the President of the United States and administered by OFAC, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned agrees to prov...
REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF THE SUBSCRIBER