Reliance Upon Representations. By awarding the Grant and executing this Contract, the INSTITUTE is relying, and will continue to rely throughout the term of this Contract, upon the truthfulness, accuracy, and completeness of the RECIPIENT’s written assurances, certifications and representations. Moreover, the INSTITUTE would not have entered into this Contract with the RECIPIENT but for such written assurances, certifications and representations. The RECIPIENT acknowledges that the INSTITUTE is relying upon such assurances, certifications and representations and acknowledges their materiality and significance.
Reliance Upon Representations. The information provided pursuant to this Agreement may be relied upon by Client, as true and correct as of the date hereof. Further, Consultant represents as follows:
(a) by reason of Consultant's knowledge and experience of financial and business matters in general, and investments in particular Consultant is capable of evaluating the merits and risks of this transaction and in bearing the economic risks of an investment in the Common Stock and the Client in general and fully understand the speculative nature of such securities and the possibility of such loss; and
(b) Consultant has had the opportunity to ask questions and receive answers concerning the terms and conditions of the shares to be issued hereby and reserved for issuance pursuant hereto, and to obtain any additional information which Client possess or can acquire without reasonable effort or expense that is necessary to verity the accuracy of information furnished; and
(c) Consultant has been furnished with a copy of Client's most recent Annual Report on Form 10- KSB and all reports or documents required to be filed under Section 13(a), 14(a) and 15(d) of the Securities Exchange Act of 1934, including but not limited to quarterly reports on Form 10-QSB; and, in addition, that Consultant has been furnished with a brief description of the Client's capital structure and any material changes in Client's affairs that may not have been disclosed in the aforementioned documents.
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, are no longer accurate prior to Closing, the Transferor Parties will promptly notify Parent.
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration are no longer accurate prior to Closing, the Transferor Parties will promptly notify SFX.
Reliance Upon Representations. I understand that the Company is relying upon the accuracy of the representations and warranties which I have made in this agreement. I agree to indemnify the Company (and any control persons of such entities) for any loss they may suffer as the result of any false or misleading warranty, representation or statement of facts which I have made in connection with the purchase of the Securities.
Reliance Upon Representations. Such Purchaser understands that the Units and the Shares and Warrants underlying the Units are being offered and sold to it in reliance on an exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of such Purchaser set forth herein in order to determine the applicability of such exemption and the suitability of such Purchaser to acquire the Units.
Reliance Upon Representations. The Purchaser understands and acknowledges that (i) the Units are being offered and sold to Purchaser without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Purchaser hereby consents to such reliance.
Reliance Upon Representations. MMS understands and acknowledges that: (a) the Shares have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.21-3.26 are being relied upon by Function(x) as a basis for exemption of the sale of the Shares under the Securities Act; (c) the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Shares or any recommendation or endorsement thereof. If any of the representations made by a Seller in connection with MMS’ purchase of Shares are no longer accurate prior to Closing, Sellers will promptly notify Function(x).
Reliance Upon Representations. The Seller and the Partner Parties understand that the Parent Stock is being offered and sold to it in reliance on specific exemptions from the prospectus and registration requirements of the Canadian securities Laws and United States federal securities Laws and that the Purchaser Parties are relying on the truth and accuracy of, and the Seller’s and Partner Parties’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller and the Partner Parties set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller and the Partner Parties to acquire the Parent Stock.
Reliance Upon Representations. Each Seller understands and acknowledges that: (a) the Nukk Securities being issued hereunder have not been registered under the 1933 Act; (b) the representations and warranties contained in Sections 4.6 through 4.11 are being relied upon by Buyer as a basis for exemption of the issuance of the Nukk Securities under the 1933 Act; (c) the offering of the Nukk Securities pursuant to this Agreement will not be registered under the 1933 Act based on a determination that the issuance of securities hereunder is exempt from the registration requirements of the 1933 Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Nukk Securities or any recommendation or endorsement thereof. If any of the representations made by any Seller in connection with the purchase of Nukk Securities is no longer accurate prior to the Closing Date, such Seller will promptly notify Buyer.
