Reliance Upon Seller’s Representations Sample Clauses

Reliance Upon Seller’s Representations. Seller acknowledges and understands that the Note is not being registered under the Securities Act on the ground that the sale and transfer provided for in this Agreement with respect to the Note and the issuance of the Note hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof and that the Purchaser's reliance on such exemption is predicated on Seller's representations as set forth herein.
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Reliance Upon Seller’s Representations. Such Seller understands that the issuance and sale thereto of Buyer Ordinary Shares will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Regulation S promulgated under the Securities Act and that Buyer’s reliance on such exemption is based on each Seller’s representations set forth herein.
Reliance Upon Seller’s Representations. Buyer understands that the Shares, Common Shares and Warrants will not be registered under the Securities Act of 1933, as amended (the “1933 Act”), based on one or more exemptions therefrom, and that Buyer’s reliance on such exemption is predicated on Seller’s representations set forth herein. Buyer realizes that the basis for the exemption may not be present if, notwithstanding such representations Buyer intends to acquire the Shares, Common Shares or the Warrant for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.
Reliance Upon Seller’s Representations. Seller understands that the Securities are not registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of the Securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Buyer's reliance on such exemption is predicated on Seller's representations set forth herein. Seller realizes that the basis for the exemption may not be present if, notwithstanding such representations, Seller has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Seller presently does not have any such intention.
Reliance Upon Seller’s Representations. Seller understands that the -------------------------------------- Securities 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 pursuant to Section 4(2) thereof, and that the Buyer's reliance on such exemption is based on Seller's representations set forth herein.
Reliance Upon Seller’s Representations. Each Seller understands that the Installment Payments are not registered under the United States Securities Act of 1933 (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 pursuant to Section 4(2) thereof and/or Regulation S promulgated thereunder, and that Purchaser’s reliance on such exemption is based on every Seller’s representations set forth herein. Each Seller realizes that the basis for the exemption may not be present if, notwithstanding such representations, any Seller has in mind merely acquiring the Installment Payments for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. No Seller has any such intention.
Reliance Upon Seller’s Representations. Seller -------------------------------------- understands that the Parent Common Stock is being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal securities laws and that Parent and Purchaser are relying on the truth and accuracy of, and Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire Parent Common Stock.
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Reliance Upon Seller’s Representations. Seller understands that the Purchaser Shares will not be registered under the Securities Act of 1933 (the “Securities Act”) on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser’s reliance on such exemption is based on Seller’s representations set forth in this Article 4.

Related to Reliance Upon Seller’s Representations

  • Reliance Upon Purchaser’s Representations The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations Seller hereby represents and warrants that:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Accuracy of Each Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.

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