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. Each of the Shareholders hereby acknowledges receipt of the following documents pertaining to IIBM and this transaction: IIBM's Articles, current bylaws, and tax returns for the years ended December 31, 1996 and 1997. 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. IIBM and Imagenetix 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, 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. Each of the Shareholders hereby acknowledges receipt of the following documents pertaining to IIBM the Purchaser and this transaction: IIBMThe Purchaser's Articlesbroker-dealer due diligence package pursuant to Rule 15c2-11 dated February 13, current bylaws1998, and tax returns for the years ended December 31, 1996 and 1997with exhibits. 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. IIBM The Purchaser and Imagenetix 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 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. Each of the Shareholders The Shareholder hereby acknowledges receipt of the following documents pertaining to IIBM the Purchaser and this transaction: IIBM's ArticlesThe Purchaser Certificate of Incorporation; the current bylaws of the Purchaser; the minute book of the Purchaser containing all existing minutes and consents of actions by the board of directors and the shareholders; the information statement dated December 21, current bylaws, and tax returns 1998; the financial statements of the Purchaser for the years ended December 31, 1996 1998 and 1997; and a list of shareholders of the Purchaser prepared by the transfer agent and dated December 23, 1998. 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. IIBM The Purchaser and Imagenetix 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 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. Each of the Shareholders hereby acknowledges receipt of the following documents pertaining to IIBM the Purchaser and this transaction: IIBMPurchaser's ArticlesInformation Statement dated February 10, current bylaws, and tax returns for the years ended December 31, 1996 and 19971998. 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. IIBM The Purchaser and Imagenetix 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.