Representations and Warranties by the Lender. The Lender represents and warrants to the Company as follows:
Representations and Warranties by the Lender. The Lender represents and warrants to, and covenants with, each Loan Party as follows:
Representations and Warranties by the Lender. As an inducement to the Company to enter into this Agreement and issue the Note, Lender represents and warrants, as follows:
Representations and Warranties by the Lender. The Lender represents and warrants to the Company as of the time of the Company's execution and issuance of the Loan Note and until such time as Loan is paid and satisfied in full, as follows: The Loan Note will be acquired for the Lender's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Lender understands that the Loan Note has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Loan Note, that the Lender may be required to hold the Loan Note indefinitely, and that Lender must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Lender (i) is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Loan Note; (ii) has the ability to bear the economic risks of the loans evidenced hereby and by the Loan Note, including a complete loss of principal amounts payable pursuant to the Loan Note; and (iii) has not been offered the Loan Note by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. The Lender has the full right, power and authority to enter into and perform its obligations under this Loan Agreement, and this Loan Agreement constitutes a valid and binding obligation of the Lender enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, usury or other laws of general application relating to or affecting enforcement of creditors rights and rules or laws concerning equitable remedies. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Lender is required in connection with the valid ex...
Representations and Warranties by the Lender. The Lender represents and warrants to the Company as follows: 4.10.1 The Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. Except as provided in Section 8.1, the Note and the Warrants (collectively, the “Securities”) will be acquired for investment for the Lender’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. 4.10.2 The Lender acknowledges that (a) it has received and reviewed the SEC Reports, (b) it has received or has had full access to all the information the Lender considers necessary or appropriate to make an informed decision with respect to the purchase of the Securities pursuant to this Agreement, and (iii) it has had an opportunity to ask questions and receive answers from the Company regarding the Company’s financial performance and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Lender or to which the Lender had access. 5. Covenants 5.1
Representations and Warranties by the Lender. 19 Section 4.1 Authority 19 Section 4.2 Noncontravention 19 ARTICLE V — COVENANTS 20 Section 5.1 Access 20 Section 5.2 Communication with Accountants 20 Section 5.3 Security and Pledge Agreements 20 Section 5.4 Market Regulations 20 Page Section 5.5 Reporting Requirements 20 Section 5.6 Information 20 Section 5.7 Payment of Obligations 21 Section 5.8 Insurance 21 Section 5.9 Properties 21 Section 5.10 Fundamental Changes 21 Section 5.11 Preservation of Corporate Existence 22 Section 5.12 Compliance with Law 22 Section 5.13 Termination of Covenants 23 Section 5.14 Asset Sales 23 ARTICLE VI — EVENTS OF DEFAULT 23 Section 6.1 Events of Default 23 Section 6.2 Remedies 24 ARTICLE VII — INDEMNIFICATION 25 Section 7.1 Indemnity 25 Section 7.2 Procedures 25 ARTICLE VIII — MISCELLANEOUS 27
Representations and Warranties by the Lender. The Lender represents and warrants to the Borrower that:
Representations and Warranties by the Lender. The Lender represents and warrants to the Company as of the time of the Company's execution and issuance of the Respite Note and until such time as Loan is paid and satisfied in full, as follows:
Representations and Warranties by the Lender. The Lender represents and warrants to the Borrower that, both before and after the consummation of the transactions to be consummated on the Closing Date, each of the following statements is and will be true and correct:
Representations and Warranties by the Lender. The Lender represents and warrants the following:
