Reliance Upon Representations and Warranties. The parties mutually agree that, notwithstanding any right of Purchaser to fully investigate the affairs of Company and notwithstanding any knowledge of facts determined or determinable by Purchaser pursuant to the investigation or right to investigate, Purchaser may fully rely upon the representations, warranties, and covenants made to Purchaser in this Agreement and on the accuracy of any document, certificate, or exhibit given or delivered to Purchaser pursuant to this Agreement. Knowledge by an agent of Purchaser of any facts not otherwise disclosed in this Agreement or in a document, certificate, or exhibit delivered to Purchaser pursuant to this Agreement shall not constitute a defense by Seller for indemnification of Purchaser under Article 9 or for any claim for misrepresentation or breach of any warranty, agreement, or covenant under this Agreement or any exhibit, certificate, or document delivered under this Agreement.
Reliance Upon Representations and Warranties. Notwithstanding any right of any party hereto to fully to investigate the affairs of any other party, the parties hereto may rely upon the representations, warranties and covenants made to it in this Agreement and on the accuracy of any certificate, any schedule attached hereto (collectively, the "Disclosure Schedules"), exhibit or other document given or delivered to it pursuant to this Agreement. Further, knowledge by an agent of any party hereto of any facts not otherwise disclosed in this Agreement the Disclosure Schedules shall not constitute a defense to any claim for misrepresentation, breach of any warranty, agreement, or covenant under this Agreement, or the Disclosure Schedules. No representations or warranties have been made by or on behalf of any Person to induce any party to enter into this Agreement or to abide by or consummate the transactions contemplated by this Agreement, except representations and warranties expressly set forth herein or in the Disclosure Schedules or in any certificate, exhibit or other document delivered in connection with or pursuant to this Agreement. No representations or warranties of any kind have been made by any representative or agent of the parties hereto.
Reliance Upon Representations and Warranties. The Subscriber acknowledges that the foregoing representations and warranties are made by it with the intent that they may be relied upon by the Corporation and its counsel in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase Units under relevant securities laws. The Subscriber further agrees that by accepting the Subscriber's Units, at the Closing, it shall be representing and warranting that the foregoing representations and warranties are true as at the Closing and will survive the completion of the sale of the Subscriber's Units. The Corporation and its counsel shall be entitled to rely on the representations and warranties of the Subscriber contained herein and the Subscriber shall indemnify and hold harmless the Corporation and its counsel for any losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, their reliance thereon.
Reliance Upon Representations and Warranties. The Corporation acknowledges that the foregoing representations and warranties are made by it with the intent that they may be relied upon by the Subscriber. The Corporation further agrees that, at the Closing, it shall be representing and warranting that the foregoing representations and warranties are true as at the Closing and will survive the completion of the sale of the Subscriber's Units. The Subscriber shall be entitled to rely on the representations and warranties of the Corporation contained herein and the Corporation shall indemnify and hold harmless the Subscriber and its counsel for any losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, their reliance thereon.
Reliance Upon Representations and Warranties. All representations and warranties contained herein or in any other Loan Document, or in any certificate or other writing delivered by or on behalf of any one or more of the Parties to any Loan Document have been or will be relied upon by the Lenders, notwithstanding any investigation made by the Lenders or on its behalf.
Reliance Upon Representations and Warranties. The parties mutually agree that notwithstanding any right of any party to investigate the affairs of any other party and notwithstanding any Knowledge of any facts determined or determinable by such party pursuant to such investigation or right of investigation, each party has the right to fully rely upon the respective representations and warranties of each other party contained in this Agreement.
Reliance Upon Representations and Warranties. Unless -------------------------------------------- any officer or other managerial personnel of any of the parties has actual Knowledge or notice of any facts or circumstances which would contravene any of the representations, warranties and covenants set forth herein, the parties hereto shall be entitled to rely upon the representations, warranties, and covenants set forth herein. Any provision herein to the contrary notwithstanding, neither party shall have any liability or obligation to the other for (Page 49 of 64 pages) any liability, claim, damage, loss or expense arising out of any fact, inaccuracy or breach concerning any representation or warranty, if the fact, inaccuracy or breach was actually known on the date hereof by an officer or managerial employee of the party in whose favor the representation or warranty runs.
Reliance Upon Representations and Warranties. The parties mutually agree that, notwithstanding any right of Buyer to fully investigate the affairs of the Business and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to the investigation or right to investigate, Buyer may fully rely upon the material representations, warranties, and covenants made to Buyer in this Agreement and on the accuracy of any document, certificate, or exhibit given or delivered to Buyer pursuant to this Agreement.
Reliance Upon Representations and Warranties. EdgeStone, on its own behalf and on behalf of the Equity Fund and its parallel investors, acknowledges that the acknowledgements, representations and warranties contained in this Agreement are made by it with the intent that they may be relied upon by the Corporation in determining the Investor's (and others for whom the Investor is contracting hereunder) eligibility to purchase the Purchased Shares and EdgeStone Warrants.
Reliance Upon Representations and Warranties. 1030 Norton and each of the Registered Holders understand that the Conversion Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”) on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act, and that Community Shores’ reliance on such exemption is predicated on the representations and warranties of 1030 Norton and the Registered Holders set forth herein.
