Common use of Subscriber Representations Access to Information Independent Investigation Clause in Contracts

Subscriber Representations Access to Information Independent Investigation. Each Subscriber severally and not jointly, represents and warrants to Seller as follows: (a) Subscriber's Qualifications. Subscriber (i) is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect; (ii) has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein and this Agreement constitutes the legal, valid and binding obligation of Subscriber; (iii) is purchasing the Shares and the Warrants initially for its own account, for investment purposes only and not with the view towards distribution or reselling of such Shares and the Warrants or any part thereof; (iv) has a preexisting personal or business relationship with Seller and/or certain of its officers and/or directors of a nature and duration sufficient to make Subscriber aware of the character, business acumen and general business and financial circumstances of Seller and/or such officers and directors. By reason of Subscriber's business or financial experience, Subscriber is capable of evaluating the merits and risks of this investment, has the ability to protect Subscriber's own interests in this transaction and is financially capable of bearing a total loss of this investment; and (v) Subscriber understands that (i) the Shares and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, (ii) the Shares and the Warrants have not been registered with any United States federal or state securities commissions and (iii) Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Shares and the Warrants. (b) Public Information Subscriber has received copies of the Seller's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and all Quarterly Reports on Form 10-Q and all Current Reports on Form 8-K filed thereafter (collectively the "SEC Filings"), and other publicly available documents and has carefully reviewed these SEC Filings.