TRANSACTIONAL REPRESENTATIONS Clause Samples
The "Transactional Representations" clause sets out the specific statements or assurances each party makes regarding the facts or conditions relevant to a transaction. Typically, these representations may include confirmations about authority to enter into the agreement, ownership of assets, absence of undisclosed liabilities, or compliance with laws. By clearly outlining these representations, the clause helps allocate risk between the parties and provides a basis for remedies if any statements are later found to be untrue, thereby ensuring transparency and trust in the transaction.
TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows:
(i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution.
(ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A)
(1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions;
(iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment;
(iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities;
(v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and
(vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.
TRANSACTIONAL REPRESENTATIONS. Transferor has full right, power, capacity and authority to enter into and to deliver this Agreement and to carry out its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Transferor and is or will be, as the case may be, enforceable against the Transferor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and the application of equitable principles.