Representations by Undersigned Clause Samples
Representations by Undersigned. Each of the undersigned (“Applicant(s)” or “Borrower(s)”) specifically represents to lender named in Loan Commitment or loan denial, and its agents, successors and assignees (“Lender”) that the information furnished herein is true and complete. Applicants agree to notify Lender promptly of any material change(s) to this information. Applicants agree that Lender can verify the information herein and any subsequently added, and provide any information requested by Applicants ’ creditors and insurance agents (“Creditors”). Creditors are authorized to provide all requested information to Lender. Applicants grant Lender and its assignees permission to obtain a credit report in connection with this application, to make a credit decision, review the account to determine continued eligibility, or collect on the Loan. Lender may disburse Loan proceeds directly to the entity from which Borrower will be purchasing agricultural inputs (“Dealer”) for the purpose requested herein and may share its credit decision, credit experience and any credit report with its actual or potential assignees, transferees, participants, or the Dealer. ▇▇▇▇▇▇ will report credit and transaction experience to credit reporting agencies. The Dealer is not authorized to extend commitments for financing or change any terms thereof, including interest rate, and no discussion with Dealer may be construed as a commitment for financing. Lender is not responsible for any representation, guarantee, or warranty made by the Dealer, manufacturer or any other party in connection with the item(s) financed, nor shall Lender be liable for any breach thereof. The master note/security agreement (“Note”) contained herein and agreed to by Borrowers is conditional upon Lender granting credit. If approved, complete versions of the Agreement will be available upon request of the Primary Borrower either electronically or by mail. If denied, a separate letter will be issued by ▇▇▇▇▇▇, and the Note shall be null and void and will be returned on Applicants ’ written request. Each of the undersigned warrants and certifies they have authority to act and sign for any applicant entity as of the date below. The information contained herein is provided for the purpose of obtaining business (non-consumer) credit with the Lender on behalf of the undersigned. Each Borrower hereby certifies it is engaged in the business of commercial farming and all products purchased on credit or with Loan proceeds will be used exclusively for...
Representations by Undersigned. Each of the undersigned specifically represents to CHS Capital, LLC, dba CHSC MN, a Minnesota limited liability company, and its agents, successors and assigns (Lender) that the information provided in and with this application/note/security agreement is true, correct, and complete. The undersigned hereby authorizes the Lender and Lender’s agents, successors and assigns to make credit inquiries and background inquiries concerning the undersigned’s credit worthiness, credit standing and general reputation, including without limitation, the undersigned’s income tax records, motor vehicle records, credit reports, all public records, history of liens and judgments, bankruptcies, employment history, and references on any loan application and any loan resulting from said application (“Credit and Background Information”). Lender has permission to obtain a credit report for legitimate purposes in connection with this transaction, including making a credit decision, monitoring and collecting the account. Creditors, accountants/tax preparers, credit and employment references, government authorities and others (“Creditors”) are hereby authorized to provide copies of financial statements, tax returns, and other pertinent financial information and to disclose to Lender any information relative to any of my/our loans, accounts, purchases, other financial transactions, production or marketing information, or other pertinent information, whether past, present, or future. A copy of this authorization may be relied upon as an original authorization to release information to Lender. Lender and the Creditors are released from all claims for omissions which occur in verifying the information provided. The undersigned understand that this authorization is valid until the Lender/Borrower relationship ceases. The undersigned authorize Lender to sell, assign, transfer, grant participations or security interests in, or otherwise dispose of, any portion of the requested loan to affiliates, banks or other financial institutions. The Lender may disclose any information and documents regarding the Credit and Background Information of the undersigned and all other co-applicants and guarantors to any actual or potential transferees or guarantors. Such information may include, without limitation, financial information delivered to Lender pursuant to this application or in connection with Lender’s credit evaluation of this loan request. Lender may share its credit decision, its credit expe...
Representations by Undersigned. The undersigned represents and warrants to the Company as follows:
(a) I have received from the Company, read and understand the provisions of each of the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999; and (ii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended December 31, 1999; and (iv) the Company's Form 10-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Form SB-2 Registration Statement filed with the Commission on April 18, 2000(File No. 333-35070); and (vi) the term sheet for this Offering dated June 5, 2000; and (vii) the Risk Factors section incorporated by reference herein in Section 3(i) hereof. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials".
(b) I have relied only upon the information presented and contained in the Offering Materials. I have had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Units offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials.
(c) I understand that I am subscribing for Units without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence.
(d) I understand (i) that the Common Stock has not been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) that I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because the Common Stock may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under the Act, and to use its best eff...
Representations by Undersigned. The undersigned represents and warrants as follows:
(a) The undersigned has reviewed a the form 8-K's and copy of the latest Q and K filed by the Company (available at the SEC website), and has read and analyzed, and is familiar with the 8-K's, K and Q and the documents attached thereto as Exhibits;
(b) The undersigned acknowledges and understands that no U.S. federal or state agency; nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the Units;
(c) The undersigned acknowledges and understands that no less than one Unit must be purchased by the undersigned for a minimum investment of $20,000;
(d) The undersigned recognizes that the acquisition of the Units as an investment involves a high degree of risk;
(e) The undersigned acknowledges and understands that there are imposed substantial restrictions on the resale, assignment or transfer of the Units and the shares of Common Stock and the Warrants (including the Common Stock into which the Warrants are convertible) which comprise the Units, and that it may not be possible to readily liquidate the investment of the undersigned in any of the securities;
(f) The undersigned has a net worth, which is at least 10 times greater than the amount of the investment amount subscribed for;
(g) The undersigned, by virtue of his own investment acumen and business experience, or together with the Offeree Representative named below, if any (the "Offeree Representative"), is capable of evaluating the risks and merits of investing in the Units;
(h) If an individual, the undersigned, is 18 years of age or over and is a bona fide resident of the state set forth in the residence address which such individual has set forth below;
(i) The undersigned is purchasing Units for the undersigned's own account, for investment purposes and not with a view to or for any distribution or fractionalization thereof;
(j) All documents and additional information requested by the undersigned have been made available to the undersigned and any Offeree Representative;
(k) The undersigned is capable of bearing the high degree of economic risk associated with an investment in the Units, including the possible complete loss of all contributed capital;
(l) All of the representations of the undersigned herein are true and accurate, and that the Company and the officers and directors of the Company (collectively "Management) will and may, without further investigation, rely on such representations.
Representations by Undersigned. The undersigned represents and warrants as follows:
(a) He has received a copy of the Summary; has read the Summary (including any and all amendments and addendums thereto) and the Exhibits thereto relating to the offering of the Shares, and has relied only on the information contained therein or otherwise provided to him in writing by the Company, and agrees to be bounds by all the terms contained therein.
(b) He understands that he is subscribing for the Shares without being furnished any offering material other that the Summary, and that he has had an unrestricted opportunity to obtain additional information concerning the terms and conditions of this offering, the Company, and any other matters relating directly or in directly to this purchase of the Shares, or as may be necessary to verify the accuracy of the information contained in the Summary or as otherwise provided.
(c) He understands that the Shares have not been registered under the Securities ▇▇▇ ▇▇▇▇, as amended ("Act"), pursuant to regulation S promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") relating to the offer and sale of securities outside the United States, and he has no right to require such registration (legends will be placed on nay certificates evidencing the Shares with respect to restrictions on distribution, transfer, resale, assignment or subdivision of the Shares imposed by federal securities laws). In addition, he understands that the SEC has not approved or disapproved these securities, nor has it passed upon or endorsed the merits of this offering, or the accuracy or adequacy of the documents provided by the Company.
(d) The Shares are being purchased him for his own account, as principal, for investment and not with the view toward or for resale in connection with the distribution of a security.
(e) He or his agents or investment advisers have such knowledge and experience and financial and business matters that will enable him to utilize information of made available to him in connection with the offering of the Shares to evaluate the risks of the prospective investment and to make an informed investment decision.
(f) He recognizes that the Company has a limited financial and operating history, and that the Shares as an investment and involve special risks.
(g) He realizes that the Shares cannot be readily sold as there will be no public market, and that he may not be able to sell or dispose of the Shares and therefore he must not purchase the...
Representations by Undersigned. The undersigned represents and warrants the following to be true and correct:
(a) the undersigned has received the Prospectus.
(b) the undersigned acknowledges and understands that no U.S. federal or state agency, nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the shares;
(c) the undersigned recognizes that an acquisition of the Company's shares involves a high degree of risk;
(d) if an individual, the undersigned is 21 years of age or over and is a bona fide resident of the state or province set forth in the residence address which such individual has set forth below; and
(e) all of the representations of the undersigned herein are true and accurate, and the Company and the officers and directors of the Company will and may, without further investigation, rely on such representations.
Representations by Undersigned. The undersigned represents and warrants to the Company that (i) the information contained herein is complete and accurate and may be relied upon by the Company, and (ii) the undersigned will notify the Company of any material change in any of the information occurring before the closing of the purchase of the Units by the undersigned.
(a) I understand that the following information regarding my qualification as a purchaser of the Units will be treated confidentially. However, I agree that the Company may present such information to such parties as management deems appropriate if called upon to establish that the proposed offer and sale of the Units is exempt from registration under the Securities Act.
(b) I understand that such representations are made for the purpose of qualifying me as an “accredited investor” as that term is defined in Regulation D as promulgated by the Securities and Exchange Commission. I hereby represent that the statement or statements marked below are true and correct in all respects. I understand that a false representation may constitute a violation of law and that any person who suffers damage as a result of a false representation may have a claim against me for damages.
Representations by Undersigned. The undersigned represents and warrants the following to be true and correct:
(a) the undersigned has received the prospectus.
(b) the undersigned acknowledges and understands that no U.S. federal or state agency, nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the shares;
(c) the undersigned recognizes that Twinview, Inc. is newly formed, has no history of operations, revenues or profits and that acquisition of the shares as an investment involves a high degree of risk;
(d) if an individual, the undersigned is 21 years of age or over and is a bona fide resident of the state set forth in the residence address which such individual has set forth below; and
(e) all of the representations of the undersigned herein are true and accurate, and Twinview, Inc. and the officers and directors of Twinview, Inc. will and may, without further investigation, rely on such representations.
Representations by Undersigned. The undersigned acknowledges and represents as follows:
(a) Not a U.S. Person: the Investor: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("REGULATION S") under the United States SECURITIES ACT OF 1933 (the "U.S. ACT"), which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the shares of Common Stock for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor set forth hereinbelow; and (iii) was not offered any shares of Common Stock in the United States and was outside the United States at the time of execution and delivery of this Agreement;
(b) No registration and sales under Regulation S: the Investor acknowledges that the shares of Common Stock have not been registered under the U.S. Act and the Corporation has no obligation or present intention of filing a registration statement under the U.S. Act in respect of the shares of Common Stock. The Investor agrees to resell the shares of Common Stock only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the shares of Common Stock may not be conducted unless in compliance with the U.S. Act. The Investor understands that any certificate representing the shares of Common Stock will bear a legend setting forth the foregoing restrictions. The Investor understands that the shares of Common Stock are restricted within the meaning of "RULE 144" promulgated under the U.S. Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the shares of Common Stock by the Investor, and even then will not be available unless (i) a public trading market then exists for the common stock of the Corporation, (ii) adequate information concerning the Corporation is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the shares of Common Stock may be made by th...
Representations by Undersigned. The Purchaser represents and warrants to the Corporation and its officers and directors as follows:
(a) The Purchaser has been given (i) access to all books and records, legal documents and other material information of the Corporation; (ii) access to all material contracts and documents of the Corporation relating to the issuance of the Common Stock and the Corporation's business; and (iii) an opportunity to ask questions of and receive answers from the executive officers of the Corporation, regarding the information in (i) and (ii) above.
(b) The Purchaser is advised that the Common Stock subscribed for hereby has not been registered under the Securities Act of 1933, as amended (the "Act"), or any