Common use of Information; Reliance Clause in Contracts

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxx all information requested by Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the "Information"). In addition, the Company agrees to make available to Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the "Offering Documents" which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letter), opinions, comfort letters and officer's certificates, all in form and substance satisfactory to Xxxxxx and its counsel as is customary for such Offering. Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in an Offering.

Appears in 1 contract

Samples: Letter Agreement (Cel Sci Corp)

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Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxx HCW all information reasonably requested by Xxxxxx HCW for the purpose of rendering services hereunder and conducting due diligence (all such information being the "Information"). In addition, the Company agrees to make available to Xxxxxx HCW upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxx HCW (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the "Offering Documents" which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxx HCW or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxx HCW thereof, including any document included or incorporated by reference therein. At each the Offering, at the request of XxxxxxHCW, the Company shall deliver such legal letters (including, without limitation, negative assurance letter), opinionsletters, comfort letters and officer's ’s certificates, all in form and substance reasonably satisfactory to Xxxxxx HCW and its counsel as is customary for such Offering. Xxxxxx HCW shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in an the Offering.

Appears in 1 contract

Samples: Letter Agreement (Bio-Path Holdings Inc)

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxx all information reasonably requested by Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the "Information"). In addition, the Company agrees to make available to Xxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the "Offering Documents" which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letter), opinionsletters, comfort letters and officer's ’s certificates, all in form and substance reasonably satisfactory to Xxxxxx and its counsel as is customary for such Offering. Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in an Offering.

Appears in 1 contract

Samples: Letter Agreement (Cytrx Corp)

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxx all information requested by Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the "Information"). In addition, the Company agrees to make available to Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering or in relation to a Transaction (the "Offering Documents" which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letter), opinionsletters, comfort letters and officer's certificates, all in form and substance satisfactory to Xxxxxx and its counsel as is customary for such Offering. Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in an Offering.

Appears in 1 contract

Samples: Letter Agreement (Oxis International Inc)

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Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxx all information reasonably requested by Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the "Information"). In addition, the Company agrees to make available to Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the "Offering Documents" ,” which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, in each case other than any information relating to, and provided by, Xxxxxx for inclusion therein; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letter), opinions, comfort letters an opinion of counsel and officer's certificates’s certificate(s), all in form and substance satisfactory to Xxxxxx and its counsel as is customary for such Offering. Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants warranties and closing conditions made by the Company in any the Offering Documents, including representations, warranties, covenants warranties and closing conditions made to any investor in an Offering.

Appears in 1 contract

Samples: Letter Agreement (Rexahn Pharmaceuticals, Inc.)

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