Representations and Reliance. 20.2.1 The only claim, right or remedy available to a Party in respect of a representation expressly set out in this Agreement shall be damages for breach of contract.
20.2.2 Each Party agrees and acknowledges that in entering into this Agreement it does not rely on any representation not expressly set out in this Agreement of any nature made to it by any person (whether a Party or not). Each Party irrevocably waives all claims, rights and remedies in relation to any such representations made to it before entering into this Agreement.
20.2.3 This Clause 20 does not exclude or restrict any liability or remedy for fraudulent misrepresentation or fraudulent concealment.
Representations and Reliance. The Investor understands that the Securities are being offered and sold to it in reliance 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 the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Investor Suitability Questionnaire to determine the applicability of such exemptions and the suitability of the Investor to acquire the Securities. All information which the Investor has provided to the Company, including but not limited to all information given herein and in the Investor Suitability Questionnaire or otherwise, concerning itself, investor status, address, residence, financial position and knowledge and experience of financial and business matters are correct and complete, and that if there should be any material change in such information the Investor will immediately provide the Company with such information. The Investor will promptly notify the Company of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.
Representations and Reliance. The Purchaser understands that the Shares are being offered and sold to it in reliance 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 the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein.
Representations and Reliance. Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein to determine the applicability of such exemptions and the suitability of the Holder to acquire the Securities. All information which the Holder has provided to the Issuer in the Accredited Holder Questionnaire concerning itself is true and accurate in all material respects, and if there should be any material change in such information the Holder will immediately provide the Issuer with such information. The Holder will promptly notify the Issuer of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.
Representations and Reliance. Esenjay understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that Flux Holdings is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Esenjay set forth herein and in Esenjay Suitability Questionnaire, as previously provided to Flux Holdings to which there is not material change (“Suitability Questionnaire”), to determine the applicability of such exemptions and the suitability of Esenjay to acquire the Shares. All information which Esenjay has provided to Flux Holdings, including but not limited to all information given herein and in Esenjay Suitability Questionnaire or otherwise, concerning itself, Esenjay status, address, residence, financial position and knowledge and experience of financial and business matters are correct and complete, and that if there should be any material change in such information Esenjay will immediately provide Flux Holdings with such information. Esenjay will promptly notify the Flux Holdings of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.
Representations and Reliance. 9.1 Each Guarantor represents and warrants to the Hypothecary Representative that:
Representations and Reliance. The Lender understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Borrower is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein, and in the Investor Suitability Questionnaire to determine the applicability of such exemptions and the suitability of the Lender to acquire the Securities. All information which the Lender has provided to the Borrower, including but not limited to, all information given herein and in the Investor Suitability Questionnaire or otherwise, concerning itself, investor status, address, residence, financial position and knowledge and experience of financial and business matters are correct and complete, and that if there should be any material change in such information, the Lender will immediately provide the Borrower with such information. The Lender will promptly notify the Borrower of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.
Representations and Reliance. The Investor understands that the Shares are being offered and sold to it in reliance 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 the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. All information which the Investor has provided to the Company in Verification concerning itself is true and accurate in all material respects, and if there should be any material change in such information the Investor will promptly provide the Company with such information. The Investor will promptly notify the Company of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.
Representations and Reliance. INCONTESTABILITY - The Company is extending coverage under the Policy to Loans pursuant to the Bulk Quality Program in reliance upon the truth and accuracy of the information contained in the Application, including information in the Insured's Loan files and the statements made in the electronic transmittal of Loan information to PMI. The Insured agrees that statements made by any First Party in any documents submitted to the Insured at the time the Loan is originated, are deemed to be the representations of the Insured. No Claim payable under this Policy with respect to a Loan, arising from a Default otherwise covered under the Policy, will be denied, nor will the Certificate for such Loan be rescinded based on any misrepresentation made by any person other than a First Party in the Application or in the electronic transmittal of Loan information to PMI. All conditions of the Policy not modified by this Endorsement remain in full force and effect for all Loans insured under the Policy. BULK PRIMARY FIRST MASTER POLICY BLOCKED PERSONS EXCLUSION ENDORSEMENT ENDORSEMENT TO BULK PRIMARY FIRST LIEN MASTER POLICY FORMS UW 2510.00 & UW 2511.00 TX It is understood and agreed that the Bulk Primary First Lien Master Policy ("Policy") is amended as follows: The following provision is added as a new Section III.,L. ("Blocked Persons Exclusion"):
Representations and Reliance. 12.1 Each Guarantor represents and warrants to the Trustee that:
(a) such Guarantor has the capacity and power to execute this Guarantee Agreement and all necessary corporate or partnership actions or consents to authorize the execution and performance of same have been taken or obtained;
(b) this Guarantee Agreement constitutes a valid and binding obligation of such Guarantor except as may be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and (ii) by the discretion that a court may exercise in the granting of equitable remedies;
(c) such Guarantor has had adequate means to obtain sufficient information concerning the Issuer, each other Guarantor and their financial condition and affairs; and
(d) such Guarantor has not depended or relied on any of the Guaranteed Parties, their agents or representatives, for any information whatsoever concerning the Issuer or the other Guarantors' financial conditions and affairs or other matters material to such Guarantor's decision to provide this Guarantee Agreement or for any advice or guidance with respect to such decision.
12.2 Each Guarantor acknowledges that none of the Guaranteed Parties has any duty or responsibility whatsoever, now or in the future, to provide to such Guarantor any information or advice concerning any Guarantor or the financial conditions or affairs of any Guarantor.
