Hold Harmless Letter - Mortgage Purposes Only: Fill & Download for Free

Because these are mostly standard terms that appear in all similar contracts, whereas the things that differentiate one term sheet from another are major points such as the amount to be invested, the valuation of the company, the date of the closing, the allocation of board seats, etc.Those unique parameters are therefore listed up front and are typically the points that are subject to negotiation. In most cases (unless someone is trying to be very cute) the miscellaneous terms and conditions (sometimes referred to as “boilerplate”) will be similar—if not identical—among term sheets from different investors and are therefore included at the end.Representations and Warranties of the Company. By executing this Agreement, the Company makes the following representations, declarations, warranties and covenants to the Subscriber as of the date hereof, with the intent and understanding that the Subscriber will rely thereon:Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as presently proposed to be conducted and to carry out the transactions contemplated hereby. The Company is qualified as a foreign corporation in all such other jurisdictions, if any, in which the conduct of its business as presently conducted or as presently proposed to be conducted or its present ownership, leasing or operation of property requires such qualification and where the failure so to have qualified would have a material adverse effect on the Company.Authorization; Issuance. The execution, delivery and performance by the Company of this Agreement have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action by the Company; and the Transaction Documents have been (or upon delivery will have been) duly executed by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) general principles of equity that restrict the availability of equitable remedies. The issuance, sale and delivery of the Securities have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action of the Company.No Conflict; Governmental and Other Consents.The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound (including federal and state securities laws and regulations), (ii) result in the violation of any provision of the certificate of incorporation or bylaws of the Company, and (iii) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under or give to others any rights of termination, amendment, acceleration or cancellation of, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except in the case of clauses (i) and (iii) to the extent that any such violation, conflict or breach would not be reasonably likely to have a material adverse effect on the business of the Company.No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such post-Closing filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority.Representations and Warranties of the Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations, warranties and covenants to the Company as of the date hereof, with the intent and understanding that the Company will rely thereon:The Subscriber acknowledges that it has based its decision to invest on the information contained in this Agreement and the confidential term sheet distributed to Subscriber by the Company, and has not been furnished with any other offering literature or prospectus.The Subscriber acknowledges that Subscriber has read, understood and is familiar with the Risk Factors contained herein, is familiar with the nature of risks attending investments of this type, has determined that a purchase of the Securities is consistent with Subscriber’s investment objectives and reasonable in relation to the Subscriber’s net worth and financial needs.The Subscriber specifically acknowledges that it obtained the advice of its tax advisor to the extent the Subscriber deems necessary and to its satisfaction regarding the tax implications of an investment in the Securities.The Subscriber represents and warrants that it is acquiring the Securities for its own account as principal for investment and not with a view to resale or distribution and that the Subscriber will not sell or otherwise transfer the Securities except in accordance with applicable securities laws and the terms of the Note.The Subscriber has such knowledge and experience (together with its advisors, if any) in financial and business matters, and in particular the evaluation of early stage companies such as the Company, such that it is capable of evaluating the merits and risks of its purchase of the Securities as contemplated by this Agreement; and understands that the Company has no or a limited financial or operating history, the Securities are a speculative investment which involves a high degree of financial risk, and there is no assurance of any economic, income or tax benefit from such investment.The Subscriber represents and warrants that it is able to bear the economic risk of losing its entire investment in the Securities.The Subscriber represents and warrants that (i) ) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, (ii) it has adequate means of providing for its current needs and contingencies, (iii) it has no need for liquidity in its investment in the Securities, (iv) it maintains its principal place of business at the address shown on the signature page hereto, (v) all of its investments in and commitments to non-liquid investments are, and after its purchase of the Securities will be, reasonable in relation to its net worth and current needs, and (vi) the financial information provided by it accurately reflects its financial condition, with respect to which it does not anticipate any material adverse changes.The Subscriber understands that the Securities have not been registered under the Securities Act, or the securities laws of any state and, as the result thereof, are subject to substantial restrictions on transfer.The Subscriber has been advised and is aware that there is no public market for the Securities, nor is one expected to develop as a result of this Offering. The Subscriber agrees and understands that it will not sell or otherwise transfer any Securities or any interest therein unless the Company approves the transfer or sale, and the Subscriber provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Securities may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.The Subscriber understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering thereof, or made any finding or determination as to the fairness of the Securities for investment.The Subscriber acknowledges that all material documents, records and books pertaining to this investment have, on its oral or written request, been made available to the Subscriber and to its advisors.The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain any additional information, to the extent that the Company possesses such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to the Subscriber or otherwise to make an informed investment decision.The Subscriber understands that the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and certain state securities laws and that the Company and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.The Subscriber represents that neither it nor any of its directors, executive officers, or other officers participating in the offering of Securities is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act.The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties which are made for the purpose of qualifying such Subscriber as a suitable Subscriber. The Subscriber certifies that each of the representations and warranties set forth in this Section 8 is true and correct as of the date hereof and shall survive such date. The Subscriber understands that a false representation may constitute a violation of law and any person who suffers damage as a result of a false representation may have a claim against the Subscriber for damages. The Subscriber understands that the Company has the right to request additional information or corroboration.Indemnification. The Subscriber acknowledges and understands the meaning of the representations made by it in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of any of the foregoing from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Subscriber of any such representations. All representations shall survive the delivery of this Agreement and the purchase by the Subscriber of the Securities.The Company hereby agrees to indemnify and hold harmless the Subscriber from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Company of any representations and warranties set forth in this Agreement. All representations and warranties shall survive the acceptance of this Agreement by the Company and the purchase by the Subscriber of the Securities.Information Rights. So long as the Securities remain outstanding, the Company shall deliver to the Holders copies of all quarterly financial statements and narrative update reports that are prepared by management.Confidentiality. The Subscriber agrees that all information contained in the Note and all other proprietary information that the Subscriber has received or will receive from or as a security holder of the Company will be held by the Subscriber in the strictest confidence. Such information will not be used by the Subscriber for any purpose other than as a security holder in the Company and will not be disclosed to any other person by the Subscriber. Notwithstanding the foregoing, Subscriber may disclose financial information related to the Company to (i) the stockholders of Subscriber to the extent Subscriber is a corporation, (ii) the partners or members of Subscriber to the extent Subscriber is a partnership or limited liability company, as applicable, (iii) investors in Subscriber, (iv) employees of the Subscriber, and (v) advisors of the Subscriber, in each case, so long as such persons are under an obligation of confidentiality no less stringent than as set forth herein and Subscriber remains liable to ensure such stockholders, partners, members, investors, employees or advisors, as applicable, do not make unauthorized use or disclosure of such information.Notices. Notice, requests, demands and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, on the seventh day after the posting thereof; (c) sent by a nationally recognized overnight courier, on the next business day after deposit thereof, or (d) faxed, telecopied or e-mailed, on the date of such delivery to the address of the respective parties as follows:If to the Company, to: XXX with a required copy to: YYYIf to a Subscriber, to Subscriber’s address as shown on the signature page hereto, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.Governing Law; Jurisdiction. This Securities Purchase Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles.EACH OF SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEW YORK AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SECURITIES PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SECURITIES PURCHASE AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 12 OF THIS SECURITIES PURCHASE AGREEMENT.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITIES PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SECURITIES PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS SECURITIES PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.Miscellaneous.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.This Securities Purchase Agreement is not transferable or assignable by Subscriber.The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.None of the provisions of this Securities Purchase Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.In the event any part of this Securities Purchase Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.The invalidity, illegality or unenforceability of one or more of the provisions of this Securities Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Securities Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Securities Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.This Securities Purchase Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.The terms and provisions of this Securities Purchase Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.The headings used in this Securities Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.This Securities Purchase Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.If any recapitalization or other transaction affecting the capital stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Securities Purchase Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Securities Purchase Agreement.No failure or delay by any party in exercising any right, power or privilege under this Securities Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.