Consultant Representations Sample Clauses
The Consultant Representations clause requires the consultant to affirm certain facts or conditions about themselves or their services, such as possessing necessary qualifications, licenses, or authority to perform the work. In practice, this clause may specify that the consultant is not subject to conflicts of interest, is in good standing with regulatory bodies, and will comply with all applicable laws during the engagement. Its core function is to provide assurance to the client about the consultant’s reliability and legal compliance, thereby reducing the client’s risk of engaging an unqualified or non-compliant consultant.
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Consultant Representations. The Consultant hereby represents and warrants to the Company that:
(i) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof;
(ii) it has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholders;
(iii) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 (the ‘‘1933 Act’’) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;
(iv) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above;
(v) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and
(vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’
Consultant Representations. In connection with the transactions contemplated hereby, the Consultant represents and warrants to the Company that:
Consultant Representations. Consultant represents and warrants that he is free to enter into this Agreement and to perform each of its terms and covenants. Consultant represents and warrants that he is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that his execution and performance of this Agreement is not a violation or breach of any other agreement between Consultant and any other person or entity. The Consultant represents and warrants that this Agreement is a legal, valid and binding agreement of the Consultant, enforceable in accordance with its terms.
Consultant Representations. Consultant hereby represents, knowing that the Client is relying thereon, that:
a) Consultant is an Accredited Investor, as that term is defined in Regulation D in the Securities ▇▇▇, ▇▇▇▇, and Consultant has completed the attached Exhibit C, or, in lieu of this, Consultant agrees that the Option and Shares shall only be issued immediately if and when an appropriate exemption from registration exists or an effective registration statement is available;
b) Consultant has not in the past, nor will he in the future engage in any activity contrary to the securities laws of any jurisdiction including, without limitation, those of the United States of America; and
c) Consultant has read and accepted the Viral Genetics Intellectual Property Agreement, attached hereto as Exhibit D, which is part of this Agreement and the provisions of which shall survive the expiration or earlier termination of this Agreement in strict accordance with the time periods as described therein.
Consultant Representations. Consultant warrants that it is fully qualified to perform this Agreement in its area of expertise, and represents that (a) by its own independent investigation, it has ascertained (i) the nature of the Services required, (ii) the conditions involved in performing the Services, and (iii) its obligations under this Agreement, and (b) it will verify all information furnished by the Authority, satisfying itself as to the correctness and accuracy of that information, and if incorrect or inaccurate, has taken appropriate exception and has determined correct and accurate information. Any failure by Consultant to investigate independently and become fully informed will not relieve Consultant from its responsibilities under this Agreement.
Consultant Representations. Consultant hereby represents to the Company that the execution and delivery of this Agreement by Consultant and the Company and the performance by Consultant of Consultant’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any consulting agreement, employment agreement, or any other agreement or policy to which Consultant is a party or otherwise bound. Consultant further represents that he has consulted with his own independent counsel with respect to the negotiation of, and his decision to enter into, this Agreement and acknowledges that he understands the meaning and effect of each and every term and provision contained herein.
Consultant Representations. In order to induce CLIENT to accept this Subscription, CONSULTANT represents and warrants to and covenants with CLIENT as follows:
Consultant Representations. Client is entering into this Agreement and issuing the Client Common Stock to the Consultant in reliance upon the following representations made by the Consultant:
(a) Consultant acknowledges and agrees that the Client Common Stock to be issued hereunder has not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Client Common Stock is subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom.
(b) Consultant is an “accredited investor” within the meanings set forth in Regulation D of the Act.
(c) Consultant (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of Client; (ii) has received or has been provided access to all material information concerning an investment in Client; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of Client to the extent necessary to evaluate the merits and risks related to an investment in Client represented by the Common Stock, including an opportunity to review all of Client’s public filings with the SEC.
(d) Consultant either has a pre-existing personal or business relationship with the Client or its officers, directors or controlling persons, or by reason of Consultant’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Client, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
(e) As a result of Consultant’s study of the aforementioned information and Consultant’s prior overall experience in financial matters, and Consultant’s familiarity with the nature of businesses such as Client, Consultant is properly able to evaluate the capital structure of Client, the business of Client, and the risks inherent therein.
(f) Consultant understands the restrictions on his ability to transfer and resale the Client Common Stock. Consultant’s finan...
Consultant Representations. Consultant represents the following: Consultant is properly authorized to do business in the State of Florida; the execution, delivery and performance of this Agreement by Consultant have been duly authorized; this Agreement is binding on Consultant and enforceable against Contactor in accordance with its terms; and no consent of any other person or entity to such execution, delivery and performance is required.
Consultant Representations. In connection with the Consulting Shares to be acquired by Consultant hereunder, Consultant represents and warrants to the Company that:
a. Consultant acknowledges that Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers to other representatives of the Company concerning an investment in the Consulting Shares, and any additional information which Consultant has requested.
b. Consultant has had experience in investments in restricted and publicly traded securities, and has had experience in investments in speculative securities and other investments which involved the risk of loss of investment. Consultant acknowledges that an investment in the Consulting Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment and Consultant can afford the risk of loss of his entire investment in the Consulting Shares.
c. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933.
d. Consultant is acquiring the Consulting Shares for Consultant’s own account for investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.