Common use of Reliance on Representations and Warranties Clause in Contracts

Reliance on Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 263 contracts

Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I)

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Reliance on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 83 contracts

Samples: Private Placement Units Purchase Agreement (FG Merger II Corp.), Private Placement Units Purchase Agreement (FG Merger III Corp.), Private Placement Units Purchase Agreement (FG Merger II Corp.)

Reliance on Representations and Warranties. The Subscriber understands the Units Shares are being offered and sold to Subscriber it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 30 contracts

Samples: Securities Purchase Agreement (ChampionsGate Acquisition Corp), Securities Purchase Agreement (Aitefund Sponsor LLC), Securities Purchase Agreement (ST Sponsor II LTD)

Reliance on Representations and Warranties. Subscriber understands the Units Placement Warrants are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 19 contracts

Samples: Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Dynamix Corp)

Reliance on Representations and Warranties. Subscriber understands the Units Warrants are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 13 contracts

Samples: Subscription Agreement (Indas Green Acquisition CORP), Subscription Agreement (Wattles Acquisition Corp), Subscription Agreement (Indas Green Acquisition CORP)

Reliance on Representations and Warranties. The Subscriber understands that the Units Warrants are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 12 contracts

Samples: Subscription Agreement, Warrant Subscription Agreement, Subscription Agreement (Asia Special Situation Acquisition Corp)

Reliance on Representations and Warranties. The Subscriber understands that the Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, specific provisions of United States federal and analogous provisions in the state securities laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 8 contracts

Samples: Subscription Agreement (Yosen Group, Inc.), Subscription Agreement (Yosen Group, Inc.), Subscription Agreement (Dekania Corp.)

Reliance on Representations and Warranties. The Subscriber understands the Placement Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 7 contracts

Samples: Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii), Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii), Private Placement Units Purchase Agreement (Aldel Financial II Inc.)

Reliance on Representations and Warranties. The Subscriber understands the Units Placement Warrants are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 6 contracts

Samples: Private Placement Warrants Purchase Agreement (Willow Lane Acquisition Corp.), Private Placement Warrants Purchase Agreement (Cartesian Growth Corp II), Private Placement Warrants Purchase Agreement (Cartesian Growth Corp II)

Reliance on Representations and Warranties. The Subscriber understands that the Units Shares are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 6 contracts

Samples: Subscription Agreement (Medallion Financial Corp), Subscription Agreement (Sports Properties Acquisition Corp.), Subscription Agreement (Sports Properties Acquisition Corp.)

Reliance on Representations and Warranties. Subscriber understands the Units Warrants are being offered and sold to Subscriber it in reliance on specific exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of of, and such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 6 contracts

Samples: Warrant Subscription Agreement (Arcade China Acquisition Corp), Warrant Subscription Agreement (Arcade China Acquisition Corp), Warrant Subscription Agreement (Arcade China Acquisition Corp)

Reliance on Representations and Warranties. The Subscriber understands the Sponsor Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 5 contracts

Samples: Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.)

Reliance on Representations and Warranties. Subscriber understands the Units Warrants are being offered and sold to Subscriber it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 5 contracts

Samples: Warrant Subscription Agreement (Nautilus Marine Acquisition Corp), Warrant Subscription Agreement (Australia Acquisition Corp), Warrant Subscription Agreement (Australia Acquisition Corp)

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Reliance on Representations and Warranties. Subscriber understands the Units Shares are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 4 contracts

Samples: Private Placement Shares Purchase Agreement (Cantor Equity Partners I, Inc.), Private Placement Shares Purchase Agreement (Cantor Equity Partners, Inc.), Private Placement Shares Purchase Agreement (Cantor Equity Partners, Inc.)

Reliance on Representations and Warranties. Subscriber Each of Subscribers understands the Units are being offered and sold to Subscriber Subscribers in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber Subscribers set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (Jupiter Wellness Acquisition Corp.), Private Placement Units Purchase Agreement (Jupiter Wellness Acquisition Corp.), Private Placement Units Purchase Agreement (Deep Medicine Acquisition Corp.)

Reliance on Representations and Warranties. Each Subscriber understands the Units are being offered and sold to such Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Subscriber as set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 3 contracts

Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp)

Reliance on Representations and Warranties. The Subscriber understands that the Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 2 contracts

Samples: Subscription Agreement (Pinpoint Advance CORP), Subscription Agreement (Pinpoint Advance CORP)

Reliance on Representations and Warranties. Each Subscriber understands the Units are being offered and sold to Subscriber the Subscribers in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Forum Merger II Corp), Unit Subscription Agreement (Forum Merger II Corp)

Reliance on Representations and Warranties. The Subscriber understands that the Units Shares are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings understanding of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 1 contract

Samples: Subscription Agreement (Sports Properties Acquisition Corp.)

Reliance on Representations and Warranties. The Subscriber understands that the Units are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, specific provisions of U.S. federal and analogous provisions in the state securities laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

Appears in 1 contract

Samples: Subscription Agreement (TransTech Services Partners Inc.)

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