Big Boy Representation Clause Samples
A Big Boy Representation is a contractual provision where parties acknowledge that they are sophisticated and capable of evaluating the risks and merits of a transaction without relying on additional disclosures from the other side. In practice, this clause is often used in financial or securities transactions between institutional investors, where both parties agree that they possess sufficient knowledge and resources to make informed decisions, and thus waive certain rights to claim they were misled or lacked information. The core function of this clause is to allocate risk and limit liability by preventing parties from later asserting claims based on alleged nondisclosure or misrepresentation, thereby streamlining negotiations and reducing the potential for post-closing disputes.
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Big Boy Representation. The Seller acknowledges and confirms: that the Purchaser may have, and later may come into possession of, information with respect to the Company, its business affairs and financial condition, its immediate and long term prospects, its resources and ability to raise additional capital as well as its financing and opportunities generally, that is not known to the Seller and that may, if known by the Sellers, be material to a decision to sell the Shares to the Purchaser; that the Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Purchaser information that may be in possession of or may later come into possession of the Purchaser; and the Purchaser shall have no liability to the Seller or any other person or entity, and the Seller waives and releases any claims that it might have against the Purchaser or any other party that is based, in whole or in part, on any disparity in access to the Company, knowledge, information or beliefs, including, without limitation, under any federal or state securities laws, common law or statute, rule or regulation. The Seller further acknowledges and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through the Purchaser, the foregoing provisions shall bar any claim that the Seller was deceived or fraudulently induced into proceeding with a sale of the Shares. The Seller has been made aware of such disparity of information and has received satisfactory answers to any questions the Seller has asked and desires to complete the sale of the Shares contemplated under this Agreement. The Purchaser has no duty, fiduciary or otherwise, to inform the Seller of any information. The Seller has acknowledged and do acknowledge that as a result of the foregoing possibilities or events, the value of the ownership of the Company represented by the Shares will increase, in certain cases, potentially significantly, that Sellers shall not participate in the appreciation in value of the Shares, and shall have no claim or right to adjustment of the Purchase Price, and neither the Purchaser nor the Company has any obligation to provide the Seller any other or further protection, consideration, value or notification.
Big Boy Representation. Seller acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including securities such as the Ordinary Shares, and further acknowledges that Purchaser is entering into this Agreement with Seller in reliance on this acknowledgment and with Seller’s understanding, acknowledgment and agreement that Purchaser is privy to material non-public information regarding Purchaser (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Seller, when making investment disposition decisions, including the decision to enter into the Purchase Agreement, and Seller’s decision to enter into the Purchase Agreement is being made with full recognition and acknowledgment that Purchaser is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Seller. Seller hereby waives any claim, or potential claim, it has or may have against Purchaser relating to Purchaser’s possession of Non-Public Information.
Big Boy Representation. Each Investor understands and acknowledges that the Company is in possession of information about the Company and its subsidiaries and their respective securities (including information relating to a Spin-Off and potential Subsequent Transaction that, at the Investors’ request, has not been provided to the Investors). Any such information may include material non-public information that may or may not be material or superior to information available to the Investors. Each Investor hereby waives any claim, or potential claim, it has or may have against the Company and any its Affiliates relating to the Company’s possession of material non-public information.
Big Boy Representation. Each of the undersigned Sellers acknowledges that it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including securities such as the Shares, and further acknowledges that Purchaser is entering into this Agreement with such Seller in reliance on this acknowledgment and with such Seller’s understanding, acknowledgment and agreement that Purchaser is privy to material non-public information regarding Pypo China Holdings Limited and its subsidiaries (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as the undersigned Seller, when making investment disposition decisions, including the decision to enter into the Purchase Agreement, and such Seller’s decision to enter into the Purchase Agreement is being made with full recognition and acknowledgment that Purchaser is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to such Seller. The undersigned Seller hereby waives any claim, or potential claim, it has or may have against Purchaser relating to Purchaser’s possession of Non-Public Information.
Big Boy Representation. Such Purchaser understands and acknowledges that the Company is in possession of non-public information about the Company and its securities and its financial statements (which may include material non-public information) that may or may not be material or superior to information available to such Purchaser (the “Non-Public Information”), and such Purchaser has waived any right to receive such Non-Public Information. Such Purchaser further understands and acknowledges that the Company has not published its financial statements for the six-months period ending June 30, 2022 and acknowledges that his rights and obligations under this Agreement are without any reliance on the Company including related to any such Non-Public Information. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Big Boy Representation. IFEB acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including securities such as the Common Stock, and further acknowledges that the Company is entering into this Agreement with IFEB in reliance on this acknowledgment and with IFEB’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as IFEB, when making investment disposition decisions, including the decision to enter into the Agreement, and IFEB’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to IFEB. IFEB hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of Non-Public Information.
Big Boy Representation. Such Purchaser understands and acknowledges that the Company is in possession of non-public information about the Company, its securities and its financial statements that may or may not be material or superior to information available to Purchaser (the “Non-Public Information”) and such Purchaser has waived any right to receive such Non-Public Information. Such Purchaser further understands and acknowledges that the Company has not published its financial statements as of and for the six-months period ending June 30, 2023 and acknowledges its rights and obligations under this Agreement are without any reliance on the Company providing any such Non-Public Information. The Company shall use its reasonable commercial efforts to publish its financial statements as of and for the six-months period ending June 30, 2023 as soon as practicable. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Big Boy Representation. NextBank acknowledges that it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including securities such as the Common Stock, and further acknowledges that the Company is entering into this Agreement with NextBank in reliance on this acknowledgment and with NextBank’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non- Public Information may be material to a reasonable investor, such as NextBank, when making investment disposition decisions, including the decision to enter into the Agreement, and NextBank’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to NextBank. NextBank hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of Non-Public Information.
Big Boy Representation. The Purchaser understands and acknowledges that the Company is required to comply with the continued listing standards of the Nasdaq Capital Market and further understands and acknowledges that the Company has not yet completed or published its financial statements as of and for the six months period ending June 30, 2025. The Purchaser acknowledges its rights and obligations under this Agreement are without any reliance on the Company publishing such information. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Big Boy Representation. WDM acknowledges the trustee of JW Trust, J▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, is the Chairman of USEG and that WDM is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including securities such as WDM’s Property, and that JW Trust is entering into this Agreement with WDM in reliance on this acknowledgment and with WDM’s understanding, acknowledgment and agreement that JW Trust is privy to material non-public information regarding USEG and its subsidiaries (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as WDM, when making investment disposition decisions, including the decision to enter into this Agreement, and WDM’s decision to enter into this Agreement is being made with full recognition and acknowledgment that JW Trust is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to WDM. WDM hereby waives any claim, or potential claim, it has or may have against JW Trust relating to JW Trust’s possession of Non-Public Information. WDM understands and acknowledges that JW Trust would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to JW Trust in entering into this Agreement.