Common use of Private Placement Representations Clause in Contracts

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Seaside that the Target Company has requested, including, without limitation, Seaside's Confidential Private Offering Memorandum, dated June 14, 2004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Seaside concerning the Seaside Shares, and all such questions, if any, have been answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Seaside Shares; (iii) understands that Seaside has determined that the exemption from the registration provisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Seaside Shares, based, in part, upon the representations, warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company by Seaside or any agent, employee or affiliate of Seaside and in entering into this transaction the Target Company is not relying upon any information, other than the results of independent investigation by the Target Company. Seaside acknowledges and agrees that the Target Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company (i) has received and carefully reviewed such information and documentation relating to Seaside Xxxxxxx that the Target Company has requested, including, without limitation, Seaside's Xxxxxxx'x Confidential Private Offering Memorandum, dated June 1417, 2004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Seaside Xxxxxxx concerning the Seaside Xxxxxxx Shares, and all such questions, if any, have been answered to the full satisfaction of the Target Company; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Seaside Xxxxxxx Shares; (iii) understands that Seaside Xxxxxxx has determined that the exemption from the registration provisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Seaside Xxxxxxx Shares, based, in part, upon the representations, warranties and agreements made by the Target Company herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company by Seaside Xxxxxxx or any agent, employee or affiliate of Seaside Xxxxxxx and in entering into this transaction the Target Company is not relying upon any information, other than the results of independent investigation by the Target Company. Seaside Xxxxxxx acknowledges and agrees that the Target Company makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.

Private Placement Representations. The Target Company IVCM (i) has received and carefully reviewed such information and documentation relating to Seaside that the Target Company IVCM has requested, including, without limitation, Seaside's Confidential Private Offering Memorandum, dated June 14, 2004 (the "Private Placement Memorandum"); (ii) has had a reasonable opportunity to ask questions of and receive answers from Seaside concerning the Seaside Shares, and all such questions, if any, have been answered to the full satisfaction of the Target CompanyIVCM; (iii) has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Seaside Shares; (iii) understands that Seaside has determined that the exemption from the registration provisions of the Securities Act, provided by Section 4(2) of the Securities Act is applicable to the offer and sale of the Seaside Shares, based, in part, upon the representations, warranties and agreements made by the Target Company IVCM herein; and (iv) except as provided herein and in the Private Placement Memorandum, no representations or warranties have been made to the Target Company IVCM by Seaside or any agent, employee or affiliate of Seaside and in entering into this transaction the Target Company IVCM is not relying upon any information, other than the results of independent investigation by the Target CompanyIVCM. Seaside acknowledges and agrees that the Target Company IVCM makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.