Material Understandings, Generally Clause Samples
The 'Material Understandings, Generally' clause defines the key assumptions and shared expectations that form the basis of the agreement between the parties. It typically outlines the fundamental facts, representations, or conditions that both parties rely on when entering into the contract, such as the existence of certain assets, regulatory approvals, or the accuracy of disclosed information. By clearly stating these material understandings, the clause helps prevent disputes by ensuring both parties are aligned on the essential elements underlying their agreement, thereby reducing the risk of misunderstandings or claims of misrepresentation.
Material Understandings, Generally. Except as fairly described in the Prospectus and the Disclosure Package, the Company has not made a determination to take any action and is not a party to any understanding, whether or not legally binding, with any other person with respect to the taking of any action that, if known to prospective purchasers of the Units, would be likely to affect their assessment of the value or prospects of the Company or their decision to invest in the Units. Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Material Understandings, Generally. Except as fairly described in the Prospectus and the Disclosure Package, the Company has not made a determination to take any action and is not a party to any understanding, whether or not legally binding, with any other person with respect to the taking of any action that, if known to prospective purchasers of the Shares, would be likely to affect their assessment of the value or prospects of the Company or their decision to invest in the Shares.