Informed Investment Decision Clause Samples

Informed Investment Decision. Each of the Investors further represents and warrants that in order to make an informed decision in connection with the purchase of the Securities: (a) Such Investor recognizes that an investment in the Securities involves a number of significant risks, including, without limitation, those set forth in the Disclosure

Informed Investment Decision. The Stockholder has been provided access to and the opportunity to review all material financial and business records of the Company, and to ask such questions of the officers of the Company, as necessary to make a deliberate and informed decision as to whether to forfeit the Forfeited Shares to the Company on the terms provided in this Agreement. The Stockholder has such knowledge and experience in financial or business matters and with respect to the Company’s business, financial condition, operating results and prospects that the Stockholder is capable of evaluating the merits and risks of the forfeiture contemplated by this Agreement. Based on the knowledge and experience of the Stockholder, the Stockholder has reviewed the merits and risks of the transaction contemplated by this Agreement, and, where necessary, has reviewed all material information made available to the Stockholder. The Stockholder has been advised to, and given the opportunity to, consult with counsel of the Stockholder’s own choosing with respect to this Agreement and has not relied upon counsel for the Company in connection with this Agreement.

Informed Investment Decision. The undersigned further represents ---------------------------- and warrants that in order to make an informed decision in connection with the purchase of the Subordinated Convertible Promissory Note, Warrant and the underlying shares of Common Stock: (a) the undersigned has reviewed the merits and risks of an investment in the Subordinated Convertible Promissory Note, Warrant and the underlying shares of Common Stock with tax and legal counsel and with an investment advisor to the extent deemed advisable by the undersigned; (b) the undersigned recognizes that an investment in the Subordinated Convertible Promissory Note, Warrant and the underlying shares of Common Stock involves a number of significant risks, including, without limitation, those set forth in the Disclosure Documents; the undersigned, or the undersigned's agent or attorney, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subordinated Convertible Promissory Note, Warrant and the underlying shares of Common Stock; and (c) the undersigned, or the undersigned's agent or attorney, (i) has been provided with sufficient information with respect to the business of the Company and has carefully reviewed the Disclosure Documents, (ii) has been provided with such additional information with respect to the Company as the undersigned or the undersigned's agent or attorney has requested, and (iii) has had the opportunity to discuss such information with members of the management of the Company and any questions that the undersigned had with respect thereto have been answered to the full satisfaction of the undersigned.

Informed Investment Decision. The Purchasers have received all information that they requested from the Company in order to make an informed investment decision with respect to the Shares.

Informed Investment Decision. 9 SECTION 3.10 Assumption of Risk .......................................................................................... 9

Informed Investment Decision. Subject to the representations and warranties of the Debtors set forth in this Agreement (the truth and accuracy of which such Backstop Party has relied), (a) such Backstop Party has conducted its own independent evaluation, made its own independent review and analysis of the business and affairs of the Debtors and consulted with advisors as it has deemed necessary, prudent, or advisable in order for such Backstop Party to make its own determination and informed investment decision to execute and deliver this Agreement and enter into the Contemplated Transactions and acquire the Backstop Securities and (b) such Backstop Party has adequate information to evaluate the Contemplated Transactions and has had the opportunity to discuss such information with its advisors.

Informed Investment Decision. Each Unitholder acknowledges that it or its business representative or attorney is familiar with this Agreement and with the business and affairs of the Company and that it or its business representative or attorney has obtained such information respecting the Company, its properties and its business and the Unitholders as it has required in order to make an informed investment decision. Each Unitholder acknowledges that (i) Units are not transferrable, except in the case of a sale of all but not less than all of the outstanding Units; (ii) there will be no dividends or distribution of assets to any Unitholder, either out of profits of the Company, or upon sale of the Company’s assets, except that in the case of an attempted transfer of Units by a Unitholder (whether intentionally or at law), the maximum compensation that such Unitholder could receive for its Units would be one percent (1.0%) of the Unitholder’s investment in the Company; (iii) the Unitholder’s investment is not intended to result in a financial return to the Unitholder, but rather it is intended to support a vital community organ, the Washington Island Observer; and (iv) except as set forth in Section 6.02, Unitholders shall not have any right to any cash or distribution, and all cash or other property available for distribution shall be distributed at the sole and absolute discretion of the Board, to civic and charatible causes in the Washington Island Wisconsin community. Accordingly, Unitholders will not receive a return of their original investment or any return thereon.

Informed Investment Decision. Such Seller has been provided access to and the opportunity to review all material financial and business records of the Company, and to ask such questions of the officers of the Company, as necessary to make a deliberate and informed decision as to whether to sell or exchange the Iteris Shares held by such Seller to Holdings on the terms provided in this Agreement. Such Seller has such knowledge and experience in financial or business matters and with respect to the Company’s business, financial condition, operating results and prospects that it is capable of evaluating the merits and risks of the sale contemplated by this Agreement. Based on the knowledge and experience of such Seller, such Seller has reviewed the merits and risks of the transaction contemplated by this Agreement, and, where necessary, has reviewed all material information made available to it.

Informed Investment Decision. Each of the Investors further represents and warrants that in order to make an informed decision in connection with the purchase of the Securities: (a) Such Investor recognizes that an investment in the Securities involves a number of significant risks, including, without limitation, those set forth in the Disclosure Documents; such Investor, or such Investor's agent or attorney, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities; such Investor acknowledges that the Disclosure Documents may contain forward-looking statements within the meaning of Section 27A of the Act and Section 21E of the Exchange Act and that actual results in the future could differ materially from those described in any forward-looking statements; and (b) Such Investor, or such Investor's agent or attorney, (i) has been provided with sufficient information with respect to the business of the Company and has carefully reviewed the Disclosure Documents, (ii) has been provided with such additional information with respect to the Company as such Investor or such Investor's agent or attorney has requested, and (iii) has had the opportunity to discuss such information with members of the management of the Company and any questions that such Investor had with respect thereto have been answered to its full satisfaction.