Common use of Accuracy of Offering Documents Clause in Contracts

Accuracy of Offering Documents. The Offering Documents, at the time of filing, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 2 contracts

Samples: Placement Agency Agreement (Homecom Communications Inc), Placement Agency Agreement (Homecom Communications Inc)

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Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Investors for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which that are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 2 contracts

Samples: Private Equity Line of Credit Agreement (Staruni Corp), Placement Agent Agreement (Staruni Corp)

Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 2 contracts

Samples: Placement Agent Agreement (Techniclone Corp/De/), Placement Agent Agreement (Techniclone Corp/De/)

Accuracy of Offering Documents. The Taken together, the Offering Documents, at the time of filingdelivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDEDprovided, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agency Agreement (Euroweb International Corp)

Accuracy of Offering Documents. The Offering Documents, at the time of filing-------------------------------- delivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents memorandum will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDEDprovided, however, that the Company does not make any ------------------- representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agency Agreement (Photoloft Com)

Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '`34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agent Agreement (Ea Industries Inc /Nj/)

Accuracy of Offering Documents. The Taken together, the Offering Documents, at the time of filingdelivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents Documents, taken together, will contain all material statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDEDprovided, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agency Agreement (Saf T Lok Inc)

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Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '`34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the any Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Subscription Agreement (Viragen Inc)

Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents memorandum will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDEDprovided, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agency Agreement (D H Marketing & Consulting Inc)

Accuracy of Offering Documents. The Offering DocumentsCompany represents, warrants and covenants that (a) at the time of filingdelivery to each Offeree, the SEC Documents conformed in all material respects with the requirements, to the extent applicable, of the '34 Securities and Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations promulgated thereunder ("Rules and Regulations Regulations"), and did not none of the Offering Documents will include any untrue statement of a material fact, or omit to state any material fact required to be stated therein, or necessary, to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) at each Closing, the SEC Documents will conform in all material respects with the applicable Rules and Regulations, and none of the Offering Documents will include at the time of a Closing any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On The Company acknowledges that Agent accepts no responsibility for the Closing Date (as hereinafter defined)contents, accuracy or adequacy of the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use thereinDocuments.

Appears in 1 contract

Samples: Series 1 Bridge Note Purchase and Security Agreement (Cumetrix Data Systems Corp)

Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to subscribers for the Securities, conformed in all material respects with the requirements, to the extent applicable, of the '34 Act and the applicable Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On the Closing Date (as hereinafter defined), the Offering Documents will contain all statements which are required to be stated therein in accordance with the '34 Act and the Rules and Regulations for the purposes of the proposed Offering, and all statements of material fact contained in the Offering Documents memorandum will be true and correct, and the Offering Documents will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Offering Documents in reliance upon written information furnished on behalf of the Agent or the Investors specifically for use therein.

Appears in 1 contract

Samples: Placement Agency Agreement (2 Infinity Inc)

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