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 each 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 (Bioshield Technologies Inc), Placement Agency Agreement (Bioshield Technologies Inc)
Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Purchasers, conformed in all material respects with the requirements, to the extent applicable, of the `34 Act and the applicable Rules and Regulations Regulations, and did not include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein therein, or necessary necessary, to make the statements therein, in light of the circumstances under which they were made, not misleading. On At each Closing Date (as hereinafter defined)Closing, 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, howeverHOWEVER, 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. Agent has no responsibility for the contents, accuracy, or adequacy of the Offering Documents, or for the compliance of the Offering Documents, with the requirements of Rule 502(b)(2)(ii) of Regulation D promulgated pursuant to the Securities Act.
Appears in 2 contracts
Samples: Placement Agent Agreement (Tracker Corp of America), Placement Agent Agreement (Tracker Corp of America)
Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Purchasers, conformed in all material respects with the requirements, to the extent applicable, of the `34 Act and the applicable Rules and Regulations Regulations, and did not include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein therein, or necessary necessary, to make the statements therein, in light of the circumstances under which they were made, not misleading. On At each Closing Date (as hereinafter defined)Closing, 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. Agent has no responsibility for the contents, accuracy, or adequacy of the Offering Documents, or for the compliance of the Offering Documents, with the requirements of Rule 502(b)(2)(ii) of Regulation D promulgated pursuant to the Securities Act.
Appears in 2 contracts
Samples: Placement Agent Agreement (Cambex Corp), Placement Agency Agreement (Compositech LTD)
Accuracy of Offering Documents. The Offering Documents, at the time of filingdelivery to Purchasers, conformed in all material respects with the requirements, to the extent applicable, of the `34 Act and the applicable Rules and Regulations Regulations, and did not include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein therein, or necessary necessary, to make the statements therein, in light of the circumstances under which they were made, not misleading. On At each Closing Date (as hereinafter defined)Closing, 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, howeverPROVIDED 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. Agent has no responsibility for the contents, accuracy, or adequacy of the Offering Documents, or for the compliance of the Offering Documents, with the requirements of Rule 502(b)(2)(ii) of Regulation D promulgated pursuant to the Securities Act.
Appears in 1 contract
Samples: Placement Agent Agreement (Telecom Wireless Corp/Co)
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 each 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 with the Investors Agent's written consent specifically for use therein.
Appears in 1 contract
Samples: Placement Agency Agreement (Cityview Energy Corp LTD)
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 each 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 Agency Agreement (Bioshield Technologies Inc)
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 each 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 Agency Agreement (Homecom Communications Inc)