General Risk Factors Sample Clauses

General Risk Factors. Your use of the Services requires you to bear risks for which we cannot be held responsible. We list some, but not all of these risks below:
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General Risk Factors. Your use of the Services requires you to bear risks for which we cannot be held responsible. We list some, but not all of these risks below: Hardware, software or connections required to interact with a Virtual Currency network might fail, succumb to malware, unauthorized access or malicious attacks. Third parties may obtain unauthorized access to the Services, including, but not limited to your public and private keys. XXXXXXXX shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. Forks, unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. CASPINEX has no control over any cryptocurrency network and shall not be responsible for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions. The risk of loss of value in using Services involving Virtual Currencies may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable. Virtual Currencies are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies. Under certain market conditions, you may find it difficult to liquidate a position. In such circumstances, the Xxxxxxxx.xxx Exchange may not have sufficient demand to meet your request to execute such a transaction. Placing contingent orders, such as a “stop” or “limit” order does not guarantee your potential loss will be limited to an intended amount, as market conditions may make it difficult to execute such orders. You may suffer losses due to orders executing at lower or higher values than anticipated or requested.
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General Risk Factors. The Company is in a development stage and has recently been formed for the purpose of carrying out the business plan contained in this Company Description. Although the group of the Business Manager has many years’ experience in the business sector, the Company is new and as such has no operating history. The Company is therefore depending on the Business Manager in order to carry out its business plan and conduct its day-to-day business.
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General Risk Factors. 11.1.1. Risks related to Virtual Assets as new financial market instruments Virtual Assets may comprise numerous financial or non-financial rights, claims or assets. They may especially comprise rights, claims or assets not usually incorporated in traditional financial market instruments. Therefore, Clients must carefully review rights and obligations incorporated in Virtual Assets before taking any investment decisions.
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General Risk Factors. The Advisor does not guarantee the future performance or any specific level of performance of the Managed Assets, the success of any investment decision or strategy that the Advisor may use, or the success of the Advisor’s overall management of the assets. The Client understands that investment decisions made for Client’s Managed Assets by the Advisor are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The Advisor will manage only the securities, cash and other investments identified in the Managed Assets. Except as may otherwise be provided by law, the Advisor will not be liable to the Client for: (i) any loss that the Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by the Advisor with the degree of care, skill, prudence and diligence, under the circumstances that a prudent person acting in a fiduciary capacity would use; (ii) any loss arising from the Advisor’s adherence to the Client’s instructions; or (iii) any act or failure to act by the Custodian, any broker or dealer to which the Advisor directs transactions for the Managed Assets, or by any other third party. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Client may have under those laws.
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General Risk Factors. 7.1 You agree and understand that there are risks associated with utilizing GEI Services including, but not limited to, market uncertainties and fluctuations, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your public and private keys. You accept and acknowledge that the Company has no control over such associated risks and will not be responsible for any harm or loss occurring as a result of such risks. You also agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
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General Risk Factors. The relevant Issuer and Guarantor (if BNZ-IF is the Issuer) liable to make payments when due on the Covered Bonds. The relevant Issuer and the Guarantor (in the case of Covered Bonds issued by BNZ-IF) will be liable to make payments when due on the Covered Bonds issued by it. The obligations of the relevant Issuer under the Covered Bonds and the Guarantor under the Guarantee will be direct, unsecured, unconditional and unsubordinated obligations, ranking pari passu (and in the case of the Covered Bonds, without any preference amongst themselves) and (subject to applicable law and any applicable statutory provisions) equally with all other present and future direct, unsecured, unconditional and unsubordinated obligations (save for any obligations to be preferred by law). The obligations of the Covered Bond Guarantor under the Covered Bond Guarantee will be secured by the Security created under the Security Deed. However, the Covered Bond Guarantor will have no obligation to pay the Guaranteed Amounts payable under the Covered Bond Guarantee until the occurrence of an Issuer Event of Default, service by the Bond Trustee on the relevant Issuer, the Guarantor and the Covered Bond Guarantor of an Issuer Acceleration Notice and service by the Bond Trustee on the Covered Bond Guarantor of a Notice to Pay or, if earlier, following the occurrence of a Covered Bond Guarantor Event of Default and service by the Bond Trustee on the Covered Bond Guarantor, the Issuers and the Guarantor of a Covered Bond Guarantee Acceleration Notice. The occurrence of an Issuer Event of Default does not constitute a Covered Bond Guarantor Event of Default. However, failure by the Covered Bond Guarantor to pay amounts when Due for Payment under the Covered Bond Guarantee would constitute a Covered Bond Guarantor Event of Default which will entitle the Bond Trustee to accelerate the obligations of the Issuers and the Guarantor (in the case of Covered Bonds issued by BNZ-IF) under the Covered Bonds (if they have not already become due and payable) and the obligations of the Covered Bond Guarantor under the Covered Bond Guarantee and will entitle the Security Trustee to enforce the Security.
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General Risk Factors. Subscriber understands that the various risks ordinarily attendant upon investments in entities generally makes an investment in the Company subject to a particularly high degree of risk. SUBSCRIBER HAS BEEN CAUTIONED THAT AN INVESTMENT IN THE UNITS IS HIGHLY SPECULATIVE AND INVOLVES SIGNIFICANT RISKS INCLUDING THE RISK OF LOSS OF THE ENTIRE INVESTMENT AND, THAT IT IS NOT POSSIBLE TO FORESEE AND DESCRIBE ALL OF THE BUSINESS, ECONOMIC AND FINANCIAL RISK FACTORS WHICH MAY AFFECT THE COMPANY.
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General Risk Factors 
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Related to General Risk Factors

  • Risk Factors You should carefully consider the risks and uncertainties described below and in our reports filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, before exchanging Outstanding Notes for the New Notes. In particular, we refer you to the disclosure regarding certain risk factors applicable to us and our business in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Reports on Form 10-Q filed after that date. Risks related to the Exchange If an active trading market for the New Notes does not develop, then the market price of the New Notes may decline or you may not be able to sell your New Notes. We do not intend to list the New Notes on any securities exchange. If the New Notes are traded, they may trade at a discount, depending on prevailing interest rates, the market for similar securities, the price of our common stock, the performance of our business and other factors. We do not know whether an active trading market will develop for the New Notes. To the extent that an active trading market does not develop, you may not be able to resell the New Notes or may only be able to sell them at a substantial discount. The consummation of the Exchange may be delayed or may not occur. Consummation of the Exchange will be subject to the satisfaction of certain conditions, including, among others, that the Indenture is qualified under the Trust Indenture Act and that the New Notes will be fungible with the December 2011 Series B Notes for U.S. federal income tax purposes as of the closing date of the Exchange. Even if an exchange agreement is executed, the closing of the Exchange may be delayed for a significant period of time. Accordingly, you may have to wait longer than expected to receive New Notes in the Exchange, during which time you will not be able to effect transfers of your Outstanding Notes subject to the exchange agreement. In addition, if the Company concludes that any of the conditions to consummation of the Exchange will not be satisfied, it may terminate the exchange agreement by giving notice to you of such termination. Upon termination of the exchange agreement, any Old Notes that you have previously delivered for exchange will be returned to you and we will not be required to make any payment of any amount under the exchange agreement. The consideration to be received in the Exchange Offer does not reflect any fairness valuation. Our board of directors has made no determination that the consideration to be received in the Exchange represents a fair valuation of either the Outstanding Notes or the New Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Outstanding Notes. Any obligations we have that mature prior to December 15, 2016 will be paid before the optional redemption date of the New Notes. We have outstanding indebtedness, and may incur additional indebtedness from time to time, that is or may become due prior to the optional redemption date of the New Notes. In particular, the holders of the Outstanding Notes can require us to repurchase their notes on December 15, 2013, and the holders of other series of our convertible senior subordinated notes can require us to repurchase their notes on multiple dates prior to the optional redemption date of the New Notes. The Outstanding Notes and other series of our convertible senior subordinated notes will be convertible at the option of the holder prior to the time the New Notes become convertible. Except in limited cases, the New Notes are not convertible prior to June 15, 2016. The Outstanding Notes and other series of our convertible senior subordinated notes (other than the December 2011 Series B Notes) have or will become convertible prior to that date. The adjustment to the conversion rate for notes converted in connection with certain fundamental changes may not adequately compensate you for any lost value of your notes as a result of such transaction. If certain fundamental changes occur prior to December 15, 2016, we will increase the conversion rate by a number of additional shares of our common stock for notes converted in connection with such fundamental change. The increase in the conversion rate will be determined based on the date on which the fundamental change becomes effective and the price paid per share of our common stock in such transaction. The adjustment to the conversion rate for notes converted in connection with a fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction. In addition, if the price of our common stock in the transaction is greater than $50.00 per share or less than $8.04 per share (in each case, subject to adjustment), no adjustment will be made to the conversion rate. Moreover, in no event will the total number of shares of common stock issuable upon conversion exceed 124.3781 per $1,000 principal amount of notes, subject to adjustment. The enforceability of our obligation to deliver the additional shares upon a fundamental change could be subject to general principles of reasonableness of economic remedies. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS This summary does not address all of the U.S. federal income tax consequences that may be relevant to holders, nor does it address specific tax consequences that may be relevant to particular holders that are subject to special tax rules (including, for example, banks or financial institutions, broker-dealers, insurance companies, regulated investment companies, tax-exempt entities, common trust funds, dealers in securities or currencies, traders who elect to xxxx to market their securities, pass-through entities (and investors in such entities), “controlled foreign corporations,” “passive foreign investment companies,” U.S. expatriates, U.S. holders that have a functional currency other than the U.S. dollar, individuals who are present in the United States for more than 183 days in the taxable year of the Exchange, persons subject to the alternative minimum tax and persons in special situations, such as those who hold Outstanding Notes or New Notes as part of a straddle, hedge, conversion transaction or other integrated investment).

  • Public/Private Information The Borrower shall cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”.

  • Disclosures and Announcements Both the timing and the content of all disclosures to third parties and public announcements concerning the transactions provided for in this Agreement by either Sellers or Purchaser shall be subject to the approval of the other in all essential respects, except that the Sellers' approval shall not be required as to any announcements or filings Purchaser may be required to make under applicable laws or regulations.

  • Forward-Looking Information No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and no forward-looking information within the meaning of Section 1(1) of the Securities Act (British Columbia)) contained or incorporated by reference in the Registration Statement, the Prospectuses or the Time of Sale Prospectuses has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

  • Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

  • No Untrue Information Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

  • SEC DOCUMENTS; DISCLOSURE Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

  • Disclosures Vendor and TIPS affirms that he/she or any authorized employees or agents has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. • Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.

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