Subscriber's Representations and Warranties Sample Clauses
Subscriber's Representations and Warranties. The Subscriber hereby represents and warrants to and agrees with the Company that:
Subscriber's Representations and Warranties. Subscriber represents and warrants that:
(a) Subscriber has received, has carefully read and understands the Company's Business Plan;
(b) Subscriber has been furnished with all additional documents and information which Subscriber has requested;
(c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished;
(d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription;
(e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice;
(f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business;
(g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision;
(h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note;
(i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and
(j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS...
Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
(a) Organization and Standing of the Subscribers. If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company as to such Subscriber that:
(a) Information on Company. The Subscriber has been furnished with or has obtained from the EDGAR Website of the Securities and Exchange Commission (the "Commisxxxx") the Company's Form 10-KSB for the year ended December 31, 2003 as filed with the Commission, together with all subsequently filed Forms 10-QSB, 8-K, and filings made with the Commission available at the EDGAR website (hereinafter referred to collectively as the "Reports"). Xx addition, the Subscriber has received in writing from the Company such other information concerning its operations, financial condition and other matters as the Subscriber has requested in writing (such other information is collectively, the "Other Written Information"), and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities.
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber represents and warrants to the Company that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of the Company are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) securities registrations;
c. understands that the Units subscribed for pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
d. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states), and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
g. understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, a...
Subscriber's Representations and Warranties. I represent and warrant to the Company that:
(a) The financial information provided in the Subscription Document is complete, true and correct;
(b) I and my investment advisors, if any, have CAREFULLY REVIEWED AND UNDERSTAND the risks of, and other considerations relating to, a purchase of Shares, including, but not limited to, the risks set forth under "RISK FACTORS" in the Memorandum;
(c) I and my investment advisors, if any, have been afforded the opportunity to obtain any information necessary to verify the accuracy of any representations or information set forth in the Memorandum and have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Shares and anything else set forth in the Memorandum;
(d) Neither I nor my investment advisors, if any, have been furnished any offering literature by the Company or any of its affiliates, associates or agents other than the Memorandum, and the documents referenced therein;
(e) I am acquiring the Shares for which I am subscribing for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Shares or the Common Stock underlying the Shares;
(f) The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Shares, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its address set forth in this Subscription Document, and (iv) has not been formed for the specific purpose of acquiring the Shares (although this may not necessarily disqualify the subscriber as a purchaser). The persons executing the Subscription Document, as well as all other documents related to the Offering of Shares contemplated by the Memorandum (the "Offering"), represent that they are duly authorized to execute all such documents on behalf of the entity. (If the undersigned is one of the aforementioned entities, it agrees to supply any additional written information that may be required.);
(g) All of the information which I have furnished to the Company or which is set forth in the Subscription Document (including this Subscription Supplement) is correct and complete as of the date of the Subscription Document. If any material change in this information should occur prior to my subscription being accepted, I will immedi...
Subscriber's Representations and Warranties. The Subscriber hereby represents and warrants to the Company:
Subscriber's Representations and Warranties. As of the Closing Date, each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows:
3.1 The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution.
3.2 All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects.
3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment.
3.4 The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment.
3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them.
3.6 The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature.
3.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units.
3.8 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for.
3.9 The Company and the other purchasers are relying on the truth and accuracy of the declarations,...
Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: