Investor Counsel. The Holder acknowledges that he has had the opportunity to review this Warrant and the exhibits attached hereto and the transactions contemplated by this Warrant with his own legal counsel. The Holder is relying solely on such counsel and not on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant.
Investor Counsel. Investor acknowledges that it has had the opportunity to review this Agreement, the exhibits and the schedules attached hereto and the transactions contemplated by this Agreement with Investor's own legal counsel. Investor is relying solely on its legal counsel and not on any statements or representations of the Company or any of the Company's agents for legal advice with respect to this investment or the transactions contemplated by this Agreement.
Investor Counsel. Such Investor acknowledges that such Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with such Investor's own legal counsel. Each such Investor is relying solely on such Investor's legal counsel and not on any statements or representations of the Company or any of the Company's agents, including Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, for legal advice with respect to this investment or the transactions contemplated by this Agreement.
Investor Counsel. Purchaser acknowledges that it has had the ---------------- opportunity to review this Agreement, the exhibits attached hereto and the transaction contemplated by this Agreement with its own legal counsel. It is relying solely on such counsel and not on any statements or representations of the Company, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx (counsel solely to the Company) or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement.
Investor Counsel. Purchaser acknowledges that it has had the opportunity to review this Agreement, the exhibits and the schedules attached hereto and the transactions contemplated by this Agreement with its own legal counsel.
Investor Counsel. Shareholder acknowledges that he has had the ---------------- opportunity to review this Agreement, the exhibits and the schedules attached hereto and the transactions contemplated by this Agreement with his own legal counsel. Each Shareholder is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to the transactions contemplated by this Agreement. SECTION 5 --------- CONDITIONS TO CLOSING ---------------------
Investor Counsel. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents, the exhibits and the schedules attached hereto and thereto and the transactions contemplated by the Transaction Documents with its own legal and investment counsel. The Purchaser is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal or investment advice with respect to this investment or the transactions contemplated by the Transaction Documents.
Investor Counsel. 11 4.5 No Intent to Dispose.........................................11
Investor Counsel. The Investor acknowledges that it has had the opportunity to review the Agreements, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Agreements with its own legal counsel.
Investor Counsel. (i) is not responsible for the performance by the Company, the Investors or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Investors directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Investors, each of the responsibilities of Lead Investor Counsel in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of Lead Investor Counsel (collectively, the “Lead Investor Counsel Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel; and (vi) shall be authorized to receive from the Escrow Amount, on the applicable Closing Date, the Lead Investor Counsel Fees. Documents and written materials referred to in this Section 3.2(a) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by Lead Investor Counsel as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address.
