Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the ------------------------ Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Redeemable Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Secured Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal Federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions or exclusions from the registration requirements of United States federal and state securities laws and applicable Canadian securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are Debenture is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Amended and Restated Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws law and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments acknowledgements, and understandings understanding of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer {00079355.10 / 0860-108} set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands The Buyers understand that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s Buyers compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Buyers set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Buyers to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.the

Reliance on Exemptions. Each Buyer understands that the Convertible ------------------------ Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.. (d)

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are Debenture is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrant are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures Debenture are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securitiesthe Debentures.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securitiesthe Convertible Debentures and Warrants.

Reliance on Exemptions. Each Buyer understands that the Convertible ---------------------- Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer The Purchaser understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyerthe Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the ----------------------- Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures Debenture are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions or exclusions from the registration requirements of United States federal and state securities laws and applicable Canadian securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the ------------------------ Convertible Debentures Debenture and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Amended and Restated Debentures and the Amended and Restated Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws law and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements, and understandings understanding of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that ----------------------- the Convertible Debentures Debenture and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securities.

Reliance on Exemptions. Each The Buyer understands that the Convertible Debentures are Debenture is being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire such securitiesthe Debenture.

Reliance on Exemptions. Each Buyer understands that the ---------------------- Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being were offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying relied in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Such Buyer understands that the Convertible Debentures and Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

Reliance on Exemptions. Each Buyer understands that the Convertible Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal Federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth in the Investor Questionaire and herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.