Holder Representations. The Holder hereby represents and warrants to the Company that:
Holder Representations. The Holder of the Warrant agrees and ---------------------- acknowledges that the Warrant is being purchased for the Holder's own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Holder will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Securities Act and Regulation D thereunder and applicable state securities laws or unless, in the opinion of counsel for the Holder acceptable to the Company, an exemption from the registration requirements of the Securities Act and such laws is available.
Holder Representations. The Holder hereby represents and warrants as follows:
Holder Representations. Each Holder represents and warrants, severally but not jointly, to Parent that:
Holder Representations. The Holder hereby confirms and acknowledges that the aggregate number of shares of Preferred Stock currently held by the Holder are set forth on Schedule A attached hereto. The Holder owns the Preferred Stock free and clear of any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind. Holder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Holder’s obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Holder in connection with the execution and performance by the Holder of this Agreement or the execution and performance by the Holder of any agreements, instruments or other obligations entered into in connection with this Agreement. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Holder’s knowledge, threatened against the Holder or any of Holder’s properties. There is no judgment, decree or order against the Holder that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Holder’s knowledge, threatened against the Holder or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Holder’s knowledge, threatened against the Holder. The Holder is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended.
Holder Representations. HOLDER represents to Company that it has been afforded an opportunity to consult with professional advisors and or counsel and that all necessary approvals and action have been obtained to enter into this modification agreement to extend the due date of the Promissory Note as previously modified.
Holder Representations. Holder hereby represents and warrants to and agrees with the Company only as to such Holder that:
Holder Representations. In connection with the acquisition and/or ownership of any Membership Interest, the Person acquiring the Membership Interest represents and warrants to the Company and agrees and acknowledges that:
Holder Representations. Holder hereby represents as follows:
Holder Representations. By its acceptance hereof, the Holder acknowledges that this Note is being registered under the Securities Act on the ground that the issuance of the Note is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering and that the Company's reliance on such exemption is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Note and the Shares into which this Note may be converted for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.
