Common use of REPRESENTATIONS; INDEMNIFICATION Clause in Contracts

REPRESENTATIONS; INDEMNIFICATION. (a) The parties understand that this investment is illiquid, and involves a high degree of risk, and is only suitable for those who can afford to lose their entire investment. The parties further understand that any securities referenced herein have not been registered under the United States Securities Act of 1933 or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the securities are registered or an exemption from registration becomes available. (b) The parties' decision to enter the transactions contemplated by this agreement is based solely on their independent analyses. The parties: (A) have been given the opportunity to ask questions of, and receive answers from one another concerning the terms and conditions and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the parties; (B) have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information or that has been otherwise provided in order for them to evaluate the merits and risks of investment; and (C) have been given the opportunity to obtain additional information from one another. The parties have not been furnished with any oral representation or warranty in connection with the transactions contemplated by this agreement, and the parties are not entering these transactions with a view to the sale or other distribution thereof. (c) The parties' unconditionally agree to indemnify and hold one another and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of their respective representations, warranties or statements or the breach of any of the agreements contained herein. (d) The parties affirm that they have full power, and authority, and their signatures establish this agreement as a valid and legally binding document enforceable as written. The parties agree, however, to make any necessary amendments to bring this agreement in compliance with any applicable Australian or United States legal requirements.

Appears in 2 contracts

Samples: Joint Venture Agreement, Joint Venture Agreement (Global Gold Corp)

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REPRESENTATIONS; INDEMNIFICATION. (a) The parties CR and GGM understand that this investment is their investments in the JV LLC are illiquid, and involves involve a high degree of risk, and is are only suitable for those who parties which can afford to lose their entire investment. The parties They further understand that any securities referenced herein such investments have not been registered under the United States Securities Act of 1933 or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the securities are registered or an exemption from registration becomes available. (b) The parties' decision decisions to enter the transactions contemplated by this agreement is are based solely on their independent analyses. The parties: (A) have been given the opportunity to ask questions of, and receive answers from one another concerning the terms and conditions and other matters pertaining to this investmenttheir investments, and all such questions have been answered to the satisfaction of the respective parties; (B) have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information or that has been otherwise provided in order for them to evaluate the merits and risks of investmenttheir respective investments; and (C) have been given the opportunity to obtain additional information from one another. The parties have not been furnished with any oral representation or warranty in connection with the transactions contemplated by this agreement, and the parties are not entering these transactions this transaction with a view to the sale or other distribution thereofof their investments. (c) The parties' parties unconditionally agree to indemnify and hold one another and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of their respective representations, warranties or statements or the breach of any of the agreements contained herein. (d) The parties affirm that they have full power, and authority, and their signatures establish this agreement as a valid and legally binding document enforceable as written. The parties agree, however, to make any necessary amendments to bring this agreement in into compliance with any applicable Australian Australian, Armenian or United States legal requirements.

Appears in 1 contract

Samples: Joint Venture Agreement (Global Gold Corp)

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