Placement Agent Reliance Sample Clauses
The Placement Agent Reliance clause establishes that the placement agent is entitled to rely on the accuracy and completeness of information provided by the issuer or other parties involved in a transaction. In practice, this means the placement agent does not independently verify every detail but instead trusts the representations and disclosures made by the issuer, such as financial statements or legal compliance documents. This clause is essential for allocating risk and clarifying that the placement agent is not liable for inaccuracies in information supplied by others, thereby protecting the agent from potential claims arising from misstatements or omissions outside their control.
Placement Agent Reliance. The Partnership acknowledges that the Placement Agents may rely upon the representations and warranties made by the Partnership to each Purchaser in this Agreement.
Placement Agent Reliance. Such Purchaser agrees that the Placement Agent may rely upon the representations and warranties made by such Purchaser to the Company in this Agreement.
Placement Agent Reliance. (a) Such Purchaser agrees that the Placement Agent may rely upon the representations and warranties made by such Purchaser to the Company in Sections 4.7, 4.8, 4.10 and 4.14 of this Agreement.
(b) Such Purchaser has not relied (i) on the Placement Agent in connection with such Purchaser’s determination as to the legality of its acquisition of the Purchased Shares or as to the other matters referred to herein, or (ii) on any investigation that the Placement Agent or any person acting on its behalf has conducted with respect to the Purchased Shares or the Company. In addition, such Purchaser acknowledges and agrees that the Placement Agent: (i) has not provided such Purchaser with any information or advice with respect to the Purchased Shares, (ii) has not made any representation, express or implied, as to the Company, the Company’s credit quality, the Purchased Shares or such Purchaser’s purchase of the Purchased Shares, (iii) has not acted as such Purchaser’s financial advisor or fiduciary in connection with the issue and purchase of the Purchased Shares, (iii) may have acquired, or may acquire, non-public information with respect to the Company, which such Purchaser agrees need not be provided to such Purchaser; and (iv) may have existing or future business relationships with the Company (including, but not limited to, lending, depository, risk management, advisory and banking relationships) and will pursue actions and take steps that it deems necessary or appropriate to protect its interests arising therefrom without regard to the consequences for a holder of Purchased Shares, and that certain of these actions may have material and adverse consequences for a holder of Purchased Shares.
Placement Agent Reliance. The Purchaser agrees that the Placement Agent may rely upon the representations and warranties made by the Purchaser to the Company in this Agreement. In addition, the Purchaser acknowledges that the Placement Agent has not made any representations, declarations or warranties to the Purchaser regarding the Partnership or its offering of the Common Units. The Purchaser further acknowledges and agrees that the Placement Agent has not offered to sell, or solicited an offer to buy, any of the Common Units, which the Purchaser proposes to acquire from the Partnership.
Placement Agent Reliance. The Company agrees that the Placement Agent shall be entitled to rely on the representations and warranties of the Company contained in this Section 2 as if the Placement Agent were a party to this Agreement.