Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2355 contracts

Samples: Securities Purchase Agreement (iCoreConnect Inc.), Note Purchase Agreement (Synbio International, Inc.), Securities Purchase Agreement (Blue Star Foods Corp.)

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Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 499 contracts

Samples: Securities Purchase Agreement (Marker Therapeutics, Inc.), Securities Purchase Agreement (Top KingWin LTD), Securities Purchase Agreement (N2OFF, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 365 contracts

Samples: Securities Purchase Agreement (SusGlobal Energy Corp.), Securities Purchase Agreement (Tribal Rides International Corp.), Securities Purchase Agreement (Hammer Fiber Optics Holdings Corp)

Reliance on Exemptions. The Each Buyer understands that the Securities Convertible Debentures are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 178 contracts

Samples: Securities Purchase Agreement (Eyi Industries Inc), Securities Purchase Agreement (Silver Star Energy Inc), Securities Purchase Agreement (Galea Life Sciences Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 161 contracts

Samples: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 132 contracts

Samples: Securities Purchase Agreement (Akari Therapeutics PLC), Common Stock Purchase Agreement, Common Stock Purchase Agreement (Athersys, Inc / New)

Reliance on Exemptions. The Buyer Investor understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the BuyerInvestor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Investor to acquire the Securities.

Appears in 127 contracts

Samples: Securities Purchase Agreement (Salarius Pharmaceuticals, Inc.), Purchase Agreement (Dare Bioscience, Inc.), Securities Purchase Agreement (Regen BioPharma Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 81 contracts

Samples: Securities Purchase Agreement (VinFast Auto Ltd.), Secured Debenture Purchase Agreement (Ideanomics, Inc.), Securities Purchase Agreement (American Rebel Holdings Inc)

Reliance on Exemptions. The Each Buyer understands that the Securities Convertible Debentures are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 73 contracts

Samples: Securities Purchase Agreement (Dynamic Leisure Corp), Securities Purchase Agreement (Buckeye Ventures, Inc.), Securities Purchase Agreement (Ignis Petroleum Group, Inc.)

Reliance on Exemptions. The Buyer Investor understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the BuyerInvestor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Investor to acquire the Securities.

Appears in 69 contracts

Samples: Common Stock Purchase Agreement (Nuburu, Inc.), Common Stock Purchase Agreement (Crown Electrokinetics Corp.), Common Stock Purchase Agreement (Crown Electrokinetics Corp.)

Reliance on Exemptions. The Buyer Investor understands that the Securities are being may be offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the BuyerInvestor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Investor to acquire the Securities.

Appears in 67 contracts

Samples: Purchase Agreement (Agrify Corp), Strata Purchase Agreement (iCoreConnect Inc.), Purchase Agreement (Zapata Computing Holdings Inc.)

Reliance on Exemptions. The Buyer Investor understands that the Securities are being may be offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Investor to acquire the Securities.

Appears in 66 contracts

Samples: Purchase Agreement (Cannapharmarx, Inc.), Common Stock Purchase Agreement (Arts Way Manufacturing Co Inc), Purchase Agreement (Imageware Systems Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 51 contracts

Samples: Securities Purchase Agreement (Noco-Noco Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 45 contracts

Samples: Securities Purchase Agreement (EShallGo Inc.), Securities Purchase Agreement (Beneficient), Securities Purchase Agreement (Kidpik Corp.)

Reliance on Exemptions. The Each Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 35 contracts

Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (CombiMatrix Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 27 contracts

Samples: Securities Purchase Agreement (AppTech Payments Corp.), Securities Purchase Agreement (Safe & Green Development Corp), Securities Purchase Agreement (Safe & Green Development Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the applicable United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreementsacknowledgments, acknowledgments understandings, agreements and understandings covenants of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 26 contracts

Samples: Securities Purchase Agreement (Wizzard Software Corp /Co), Securities Purchase Agreement (Thermacell Technologies Inc), Securities Purchase Agreement (Dataworld Solutions Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the such Securities.

Appears in 25 contracts

Samples: Securities Purchase Agreement (Wavo Corp), Securities Purchase Agreement (Tmci Electronics Inc), Securities Purchase Agreement (Certified Diabetic Services Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 21 contracts

Samples: Securities Purchase Agreement (Midnight Holdings Group Inc), Securities Purchase Agreement (Midnight Holdings Group Inc), Securities Purchase Agreement (Midnight Holdings Group Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 16 contracts

Samples: Securities Purchase Agreement (MRV Communications Inc), Securities Purchase Agreement (Divine Inc), Securities Purchase Agreement (Digs Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 16 contracts

Samples: Securities Purchase Agreement (Yieldup International Corp), Securities Purchase Agreement (Gumtech International Inc \Ut\), Securities Purchase Agreement (Intelect Communications Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions under the exemption from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Delia S Corp), Securities Purchase Agreement (Delia S Corp), Securities Purchase Agreement (Delia S Corp)

Reliance on Exemptions. The Buyer understands that the Securities Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the SecuritiesShares.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Vuzix Corp), Share Purchase Agreement (Hebron Technology Co., LTD), Securities Purchase Agreement (Information Services Group Inc.)

Reliance on Exemptions. The Each Buyer understands that the Securities Notes are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 13 contracts

Samples: Securities Purchase Agreement (California Gold Corp.), Securities Purchase Agreement (Thompson Designs Inc), Securities Purchase Agreement (Orbital Tracking Corp.)

Reliance on Exemptions. The Buyer understands that the Securities Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the SecuritiesShares.

Appears in 12 contracts

Samples: Stock Purchase Agreement (SUBAYE.COM, Inc.), Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Wukuang IE LTD)

Reliance on Exemptions. The Such Buyer understands that the Securities Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the SecuritiesShares.

Appears in 12 contracts

Samples: Share Purchase Agreement (Color Star Technology Co., Ltd.), Share Purchase Agreement (Sino-Global Shipping America, Ltd.), Stock Purchase Agreement (Ener-Core, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Cesca Therapeutics Inc.), Securities Purchase Agreement (Generation Income Properties, Inc.), Securities Purchase Agreement (Cesca Therapeutics Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 11 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Artec Global Media, Inc.), Securities Purchase Agreement (Quest Patent Research Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)

Reliance on Exemptions. The Buyer understands that the ---------------------- Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Epicus Communications Group Inc), Securities Purchase Agreement (American Telesource International Inc), Securities Purchase Agreement (Aastrom Biosciences Inc)

Reliance on Exemptions. The Each Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Pacer Health Corp), Securities Purchase Agreement (Locateplus Holdings Corp), Securities Purchase Agreement (Harvey Electronics Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws the Securities Laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Kaching Kaching, Inc.), Securities Purchase Agreement (Duke Mining Company, Inc.), Securities Purchase Agreement (Select Comfort Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Midway Games Inc), Securities Purchase Agreement (CSK Auto Corp), Securities Purchase Agreement (Midway Games Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the such Securities.

Appears in 8 contracts

Samples: Securities Purchase Agreement (U S Trucking Inc), Securities Purchase Agreement (Dvi Inc), Securities Purchase Agreement (Dvi Inc)

Reliance on Exemptions. The Each Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the each Buyer to acquire the Securities.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.), Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.), Securities Purchase Agreement (ENDRA Life Sciences Inc.)

Reliance on Exemptions. The Such Buyer understands that the ---------------------- Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the such Securities.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Medcare Technologies Inc), Securities Purchase Agreement (Advanced Tissue Sciences Inc), Securities Purchase Agreement (Blue Rhino Corp)

Reliance on Exemptions. The Buyer understands that the Securities Common Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 8 contracts

Samples: Securities Exchange Agreement (Across America Real Estate Corp), Accrued Interest Payment Agreement (Across America Real Estate Corp), Securities Exchange Agreement (Across America Real Estate Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s Buyer 's compliance with, the representationsrepresentations , warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 8 contracts

Samples: Securities Purchase Agreement (ABCO Energy, Inc.), Securities Purchase Agreement (Cherubim Interests, Inc.), Securities Purchase Agreement (Chess Supersite Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Edison Nation, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities ---------------------- are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Aastrom Biosciences Inc), Securities Purchase Agreement (E Resources Inc), Securities Purchase Agreement (Roanoke Technology Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein and in the applicable Note or Warrant in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Xicor Inc), Securities Purchase Agreement (Champps Entertainment Inc/ Ma), Securities Purchase Agreement (Rockford Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein and in the applicable Debenture or Warrant in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Hemispherx Biopharma Inc), Securities Purchase Agreement (Hemispherx Biopharma Inc), Securities Purchase Agreement (Hollywood Media Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s its compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer it set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer it to acquire the Securities.

Appears in 7 contracts

Samples: Share Purchase Agreement (Semiconductor Manufacturing International Corp), Share Purchase Agreement (Semiconductor Manufacturing International Corp), Share Purchase Agreement (China Investment Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitiesexemptions.

Appears in 6 contracts

Samples: Securities Purchase Agreement (CBL International LTD), Securities Purchase Agreement (Frequency Therapeutics, Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.)

Reliance on Exemptions. The Buyer understands that the Securities Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitiessuch securities.

Appears in 6 contracts

Samples: Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (U.S. Helicopter CORP)

Reliance on Exemptions. The Each Buyer understands that the Securities Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the each Buyer to acquire the SecuritiesShares.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Resonant Inc), Securities Purchase Agreement (Mobivity Holdings Corp.), Securities Purchase Agreement (Clean Diesel Technologies Inc)

Reliance on Exemptions. The Buyer understands that the Securities Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the SecuritiesShares.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Minerco, Inc.), Stock Purchase Agreement (Minerco, Inc.), Stock Purchase Agreement (Minerco, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is and the Placement Agent are relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (L & L International Holdings, Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s Buyer 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Multimedia Platforms Inc.), Securities Purchase Agreement (SearchCore, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.), Securities Purchase Agreement (Medicine Man Technologies, Inc.), Securities Purchase Agreement (Medicine Man Technologies, Inc.)

Reliance on Exemptions. The Each Buyer understands that the Securities ------------------------ Convertible Debentures are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Ns8 Corp), Securities Purchase Agreement (Falcon Natural Gas Corp), Securities Purchase Agreement (Intrepid Technology & Resource Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is and Parent are relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Guardian 8 Holdings), Securities Purchase Agreement (Guardian 8 Holdings), Securities Purchase Agreement (EnerJex Resources, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (LevelBlox, Inc.), Securities Purchase Agreement (LevelBlox, Inc.), Securities Purchase Agreement (AlphaPoint Technology, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and Canadian securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Black Cactus Global, Inc.), Securities Purchase Agreement (Biolargo, Inc.), Securities Purchase Agreement (Max Sound Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon upon, among other things, the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Golden Sun Health Technology Group LTD), Securities Purchase Agreement (Comanche Clean Energy Corp), Securities Purchase Agreement (Golden Autumn Holdings Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement (Minerva Neurosciences, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein and in the applicable Note in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Quixote Corp), Securities Purchase Agreement (Electroglas Inc), Securities Purchase Agreement (Jameson Inns Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold delivered to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 4 contracts

Samples: Securities Exchange Agreement (Box Ships Inc.), Securities Exchange Agreement (Well Power, Inc.), Securities Exchange Agreement (Efactor Group Corp.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Kiora Pharmaceuticals Inc), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Westwater Resources, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it Buyer in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Greenway Technologies Inc), Securities Purchase Agreement (Greenway Technologies Inc), Securities Purchase Agreement (Greenway Technologies Inc)

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Reliance on Exemptions. The Buyer understands that the Securities are being ---------------------- offered and sold to it in reliance upon on specific exemptions from the registration requirements of the applicable United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreementsacknowledgments, acknowledgments understandings, agreements and understandings covenants of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Intercell Corp), Securities Purchase Agreement (Intercell Corp), Securities Purchase Agreement (Nanopierce Technologies Inc)

Reliance on Exemptions. The Buyer Seller understands that the Securities are being offered and sold to it the Seller in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company Series is relying upon the truth and accuracy of, and the BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Seller to acquire the Securities.

Appears in 3 contracts

Samples: Asset Purchase Agreement (McQueen Labs Series, LLC), Asset Purchase Agreement (McQueen Labs Series, LLC), Asset Purchase Agreement (McQueen Labs Series, LLC)

Reliance on Exemptions. The Buyer Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitieslaws.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CareView Communications Inc), Securities Purchase Agreement (MEI Pharma, Inc.), Securities Purchase Agreement (Horizon Pharma, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is and CPPT are relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Compuprint Inc), Securities Purchase Agreement (Compuprint Inc), Securities Purchase Agreement (Compuprint Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Top Ships Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is Issuer Parties are relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Subscription Agreement (Us Concrete Inc), Note Purchase Agreement (Yrc Worldwide Inc), Note Purchase Agreement (Us Concrete Inc)

Reliance on Exemptions. The Each Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the each Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Crossroads Systems Inc), Securities Purchase Agreement (Crossroads Systems Inc), Securities Purchase Agreement (Crossroads Systems Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representationsrepresentations , warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (HempAmericana, Inc.), Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp), Securities Purchase Agreement (Hangover Joe's Holding Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and the provinces of Canada, and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase and Registration Rights Agreement (New Oriental Energy & Chemical Corp.), Securities Purchase and Registration Rights Agreement (New Oriental Energy & Chemical Corp.), Securities Purchase and Registration Rights Agreement (New Oriental Energy & Chemical Corp.)

Reliance on Exemptions. The Such Buyer understands that the Offered Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Offered Securities.

Appears in 2 contracts

Samples: Subordination Agreement (Tontine Capital Partners L P), Subordination Agreement (Patrick Industries Inc)

Reliance on Exemptions. The Buyer Seller understands that the Securities are being offered and sold to it the Seller in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Seller to acquire the Securities.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Reliance Global Group, Inc.), Stock Exchange Agreement (Reliance Global Group, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.. The Buyer understands that the Company was formerly a

Appears in 2 contracts

Samples: Securities Purchase Agreement (Edgemode, Inc.), Securities Purchase Agreement (Edgemode, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitiesexemptions.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.)

Reliance on Exemptions. The Buyer understands that the Securities ----------------------- are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Paving Stone Corp), Common Stock Purchase Agreement (Isecuretrac Corp)

Reliance on Exemptions. The Such Buyer understands that the ---------------------- Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securitiessuch securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Efax Com Inc), Securities Purchase Agreement (Data Race Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. No directed selling efforts were used by the Company in connection with the offer and sale by the Company of the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Golden Patriot Corp), Securities Purchase Agreement (Golden Patriot Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Terra Energy & Resource Technologies, Inc.), Securities Purchase Agreement (Terra Energy & Resource Technologies, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Atomera Inc), Securities Purchase Agreement (Mears Technologies Inc)

Reliance on Exemptions. The Buyer Seller understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Buyer is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer representations and warranties of Seller set forth herein in this Section 3.21 in order to determine the availability of such exemptions and the eligibility of the Buyer Seller to acquire the Securities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NMS Communications Corp), Asset Purchase Agreement (Verso Technologies Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (TechCare Corp.), Convertible Note Purchase Agreement (MINERALRITE Corp)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Partnership is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Emerge Energy Services LP), Securities Purchase Agreement

Reliance on Exemptions. The Each Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Buyers set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Buyers to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kma Global Solutions International Inc), Securities Purchase Agreement (Kma Global Solutions International Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgments, and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (Liquidmetal Technologies Inc), Securities Purchase Agreement (Liquidmetal Technologies Inc)

Reliance on Exemptions. The Buyer understands Buyers understand that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s Buyers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Buyers set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Buyers to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (HealthLynked Corp), Securities Purchase Agreement (HealthLynked Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and Canadian United States securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Hemp Naturals, Inc.), Securities Purchase Agreement (Hemp Naturals, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kentucky USA Energy, Inc.), Securities Purchase Agreement (China Automotive Systems Inc)

Reliance on Exemptions. The Such Buyer understands that the Securities to be acquired by it hereunder are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the such Securities.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Institutional Financial Markets, Inc.), Securities Purchase Agreement (Institutional Financial Markets, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein and in the applicable Warrant in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Manufacturers Services LTD), Securities Purchase Agreement (Manufacturers Services LTD)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States applicable federal and state securities laws laws, and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments agreements and understandings covenants of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Detto), Securities Purchase Agreement (Trinity Learning Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Compuprint Inc), Securities Purchase Agreement (Compuprint Inc)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mateon Therapeutics Inc), Share Purchase Agreement (Semiconductor Manufacturing International Corp)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it him in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitiessuch securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (LevelBlox, Inc.), Securities Purchase Agreement (LevelBlox, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securitiesexemptions.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Guerrilla RF, Inc.), Securities Purchase Agreement (LENSAR, Inc.)

Reliance on Exemptions. The Buyer Seller understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Buyer is relying upon the truth and accuracy of, and the BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer Seller to acquire the Securities.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.. d.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bare Metal Standard Inc.), Securities Purchase Agreement (McTc Holdings, Inc.)

Reliance on Exemptions. The Such Buyer understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the such Buyer to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CardioVascular BioTherapeutics, Inc.), Securities Purchase Agreement (Galaxy Energy Corp)

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