Common use of Evidence of Compliance with Private Offering Exemption Clause in Contracts

Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, hereby represents and warrants that he, she, or it, either individually or together with his, her, or its representative, has such knowledge and experience in business and financial matters that he, she, or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser and the Private Company shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally Shareholders and not jointly, Option Holders hereby represents and warrants that he, /she, or it, either individually or together with his, her, or its /her representative, has such knowledge and experience in business and financial matters that he, she, or it /she is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares shares/options would not be material when compared with his, her, or its /her total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, and upon exercise of any party hereto option, the Shareholder/Option Holder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser TUGBOAT, TAC and the Private Company MIDNET shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties heretoShareholders, severally and not jointly, hereby represents and warrants that he, she, or it, either individually or together with his, her, or its representative, has such knowledge and experience in business and financial matters that he, she, or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in hi the shares would not be material when compared with his, her, or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto Shareholder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser P.C. Development and the Private Company Xtranet shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, Shareholders hereby represents and warrants that he, she, or it, either individually or together with his, her, or its representative, has such knowledge and experience in business and financial matters that he, she, or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser WWC and the Private Company TWC shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, The Shareholder hereby represents and warrants that he, she, or it, either individually or together with his, her, or its his representative, has such knowledge and experience in business and financial matters that he, she, or it he is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto the Shareholder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser Mid-Way and the Private Company Mid-Way Acquisitions and Xxxx shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, Shareholders hereby represents and warrants that he, /she, or it, either individually or together with his, her, or its /her representative, has such knowledge and experience in business and financial matters that he, she, or it /she is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its /her total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, and upon exercise of any party hereto option, the Shareholder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser CCI, CAC and the Private Company CAN shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.

Evidence of Compliance with Private Offering Exemption. Each of the parties heretoShareholders, severally and not jointly, hereby represents and warrants that he, she, he or it, either individually or together with his, her, his or its representative, has such knowledge and experience in business and financial matters that he, she, he or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, his or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser and the Private Company shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.