VERSION. (a) In making the decision to invest in the Securities the Subscriber has relied solely upon the information provided by the Company in the Transaction Documents and incorporated by reference therein, including the information set forth in the 10-K. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Securities other than the Transaction Documents. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Securities by the Company with whom the Subscriber had a prior substantial pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.9 The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.10 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention and investment qualification. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others; provided, however, that nothing contained herein shall constitute an agreement by the Subscriber to hold the Securities for any particular length of time and the Company acknowledges that the Subscriber shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject to any restrictions imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Securities. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities and, when issued, the shares of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”) that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities or the Warrant Shares.
Appears in 1 contract
VERSION. (a) In making Indemnitor hereby acknowledges and agrees that the decision to invest provisions of this Agreement shall supersede any provisions in the Securities Loan Documents which in any way limit the Subscriber has relied solely upon liability of Indemnitor (including those contained in Article 12 of the information provided by the Company in the Transaction Documents and incorporated by reference therein, including the information set forth in the 10-K. To the extent necessary, the Subscriber has retained, at its own expenseLoan Agreement), and relied upon appropriate professional advice regarding that Indemnitor shall be personally liable for any and all obligations arising under this Agreement even if the investmentamount of liability incurred exceeds the amount of the Loan. Subject to Section 3.1 above and the below provisions of this Section 3.3, tax all of the representations, warranties, covenants and legal merits indemnities of this Agreement shall survive the repayment of the Notes and/or the release of the lien of the Mortgages from the Mortgaged Property and consequences shall survive the transfer of any or all right, title and interest in and to the Mortgaged Property by Borrowers to any party. Indemnitor hereby acknowledges and agrees that, notwithstanding anything contained in any of the Loan Documents to the contrary, this Agreement and the purchase obligations of Indemnitor under this Agreement shall not be secured by the Mortgages or any other Loan Documents or any other mortgage, deed of trust or other security document securing any obligations of Borrowers in connection with the Loan. Notwithstanding the foregoing or anything contained in this Agreement or any other Loan Documents to the contrary, if, (a) at any time after the third anniversary of repayment in full of the Securities hereunder. The Subscriber disclaims reliance on any statements made Debt, whether at maturity, as a result of acceleration, in connection with prepayment or information provided by any person otherwise, or entity in the course of Subscriber’s consideration of an investment in the Securities other than the Transaction Documents.
(b) The Subscriber represents with respect to any Project that (i) is released from the Subscriber was contacted regarding the sale lien of the Securities by applicable Security Instrument in accordance with the Company with whom the Subscriber had a prior substantial pre-existing relationship and (ii) it did not learn terms of Section 2.18 of the offering Loan Agreement, at any time after the third anniversary of the Securities by means effective date of such release, Administrative Agent is provided with an updated Site Assessment of the related Project indicating, to Indemnitee’s reasonable satisfaction, that there are no Hazardous Materials located on, in, above or under such Project in violation of any form applicable Environmental Laws, then the obligations and liabilities of general solicitation or general advertising, Indemnitor under this Agreement shall cease and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.
1.9 The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering is intended terminate with respect to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.
1.10 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under Projects. Notwithstanding the provisions of this Agreement to the Securities Act that depends, in part, upon the Subscriber’s investment intention and investment qualification. In this connectioncontrary, the Subscriber hereby represents liabilities and obligations of Indemnitor hereunder shall not apply to the extent that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment such liabilities and obligations arose solely from Hazardous Substances that: (y) were not with present on or a view toward the resale or distribution to others; provided, however, that nothing contained herein shall constitute an agreement by the Subscriber to hold the Securities for any particular length of time and the Company acknowledges that the Subscriber shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject threat to any restrictions imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Securities.
1.11 The Subscriber consents Project prior to the placement date that Administrative Agent, any Lender or its nominee or designee acquired title to such Project, or to the Pledged Interests of a legend on any certificate or other document evidencing the Securities andIndemnitor owning such Project, when issuedwhether by foreclosure, the shares of Common Stock issuable upon exercise of power of sale or otherwise, and (z) were not the Warrant (the “Warrant Shares”) that such securities have not been registered under the Securities Act result of any act or negligence of Indemnitor or any state securities of Indemnitor’s affiliates, agents or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities or the Warrant Sharescontractors.
Appears in 1 contract
Sources: Hazardous Materials Indemnity Agreement (Healthcare Trust, Inc.)
VERSION. (a) In making the decision to invest in the Securities the Subscriber has relied solely upon the information provided by the Company in the Transaction Documents and incorporated by reference therein, including the information set forth in the 10-K. To the extent necessarypermitted by law, the Subscriber has retainedCompany will indemnify and hold harmless, at its own expenseto the fullest extent permitted by law, any Holder participating in the registration and any underwriter for such Holder, and relied each person, if any, who controls such Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which such Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Securities other than the Transaction Documents.
(b) The Subscriber represents that (i) any untrue statement or alleged untrue statement of any material fact contained in the Subscriber was contacted regarding registration statement or included in the sale of the Securities by the Company with whom the Subscriber had a prior substantial pre-existing relationship and prospectus, as amended or supplemented, or (ii) it did not learn the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the offering circumstances in which they are made, not misleading, and the Company will reimburse such Holder, such underwriter and each such controlling person of the Securities Holder or the underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by means of any form of general solicitation or general advertising, and them in connection therewithwith investigating, the Subscriber did not (A) receive preparing to defend or review any advertisementdefending against or appearing as a third-party witness in connection with such loss, articleclaim, notice damage, liability, action or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.
1.9 The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.
1.10 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention and investment qualification. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to othersproceeding; provided, however, that nothing contained herein shall constitute an agreement by the Subscriber to hold the Securities for any particular length of time and the Company acknowledges will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, however, that the Subscriber shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject foregoing indemnity agreement with respect to any restrictions imposed by applicable law. The Subscriberprospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if an entity, further represents that it a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not formed for the purpose sent or given by or on behalf of purchasing the Securities.
1.11 The Subscriber consents such Holder or underwriter to such person, if required by law so to have been delivered, at or prior to the placement written confirmation of a legend on any certificate or other document evidencing the Securities and, when issued, sale of the shares of Common Stock issuable upon exercise of to such person, and if the Warrant prospectus (as so amended or supplemented) would have cured the “Warrant Shares”) defect giving rise to such loss, claim, damage or liability, provided, further, that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof indemnity agreement contained in this Agreementsubsection 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed. The Subscriber is aware that Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company will make a notation in its appropriate records with respect to Holder, the restrictions on underwriter or any controlling person of the transferability of such Securities selling Holder or the Warrant Sharesunderwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by the Holder.
Appears in 1 contract
Sources: Registration Rights Agreement (Cellcom Israel Ltd.)
VERSION. Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (aor other party on behalf of the Borrower) In making in respect of a Swingline Loan after receipt by the decision Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to invest the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the Securities payment thereof. Notwithstanding the Subscriber has relied solely upon foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the information provided by time such Swingline Loan was made and such Lender shall have notified the Company Swingline Lender in the Transaction Documents and incorporated by reference therein, including the information set forth in the 10-K. To the extent necessary, the Subscriber has retainedwriting, at its own expense, and relied upon appropriate professional advice regarding least one Business Day prior to the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Securities other than the Transaction Documents.
(b) The Subscriber represents that (i) the Subscriber time such Swingline Loan was contacted regarding the sale of the Securities by the Company with whom the Subscriber had a prior substantial pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.
1.9 The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.
1.10 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention and investment qualification. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others; provided, howevermade, that nothing contained herein shall constitute an agreement by the Subscriber to hold the Securities for any particular length such Event of time Default has occurred and the Company acknowledges that the Subscriber shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject to any restrictions imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Securities.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities and, when issued, the shares of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”) that such securities have Lender will not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained acquire participations in this Agreement. The Subscriber Swingline Loans made while such Event of Default is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities or the Warrant Sharescontinuing.”
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VERSION. shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) In making receive written instructions from the decision to invest in Majority Lenders or the Securities the Subscriber has relied solely upon the information provided by the Company in the Transaction Documents and incorporated by reference thereinLenders, including the information set forth in the 10-K. To the extent necessaryas applicable, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase (or such other number or percentage of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information Lenders as shall be necessary under the circumstances as provided by any person or entity in Section 11.02) specifying the course of Subscriber’s consideration of an investment in the Securities other than the Transaction Documents.
action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The Subscriber represents that (i) the Subscriber was contacted regarding the sale instructions as aforesaid and any action taken or failure to act pursuant thereto shall be binding on all of the Securities Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the Company requisite Lenders in the written instructions (with whom indemnities) described in this Section 10.03, provided that, unless and until the Subscriber had a prior substantial pre-existing relationship and Administrative Agent shall have received such directions, the Administrative Agent may (iibut shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it did not learn shall deem advisable in the best interests of the offering Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, neither the Arrangers, the Syndication Agent nor either Co-Documentation Agent shall have any obligation to perform any act in respect thereof. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Securities by means Majority Lenders or the Lenders (or such other number or percentage of any form of general solicitation or general advertisingthe Lenders as shall be necessary under the circumstances as provided in Section 11.02), and in connection therewith, the Subscriber did otherwise no Agent shall be liable for any action taken or not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited taken by any general solicitation or general advertising.
1.9 The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Securities have not been registered under the Securities Act it hereunder or under any state securities other Loan Document or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.
1.10 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention and investment qualification. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others; provided, however, that nothing contained herein shall constitute an agreement by the Subscriber to hold the Securities for any particular length of time and the Company acknowledges that the Subscriber shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject to any restrictions imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Securities.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities andor instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, when issued, the shares of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”) that such securities have not been registered under the Securities Act except for its own gross negligence or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities or the Warrant Shareswillful misconduct.
Appears in 1 contract