Common use of Reliance on Representations, Warranties, Covenants and Acknowledgements Clause in Contracts

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation in determining the Subscriber's eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts under applicable Securities Laws. The Subscriber further agrees that by accepting the Subscription Receipts, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not true.

Appears in 8 contracts

Samples: Subscription Agreement (Salona Global Medical Device Corp), Subscription Agreement (Salona Global Medical Device Corp), Subscription Agreement (Salona Global Medical Device Corp)

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Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement Agreement, including the schedules hereto, are made with the intention that they may be relied upon by the Corporation Corporation, the Underwriters, and their respective counsel in determining the Subscriber's eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts under applicable Securities Laws. The Subscriber further agrees that by accepting the Subscription Receipts, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect for the benefit of the Corporation and the Underwriters as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts and shall continue in full force and effect for the benefit of the Corporation and the Underwriters for two years after Closing notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not trueUnderlying Common Shares.

Appears in 1 contract

Samples: Underwriting Agreement

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation and the Agent in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Purchased Shares under applicable Securities Laws. The Subscriber agrees to indemnify the Corporation, the Agent and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription ReceiptsPurchased Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not truePurchased Shares.

Appears in 1 contract

Samples: Peace Arch Entertainment Group Inc

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants covenants, agreements and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation Issuer in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Units under applicable the Securities LawsLaws and other laws. The Subscriber further agrees that by accepting the Subscription ReceiptsUnits, the Subscriber shall be representing and warranting that such representations, warranties, agreements, covenants and acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Units and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securitiesUnits. The Subscriber hereby indemnifies agrees to indemnify the Corporation, Counsel and their respective counsel Indemnified Parties in respect to of all costs or losses they may suffer as a result of any of the representations, warranties, covenants covenants, agreements and acknowledgments of the Subscriber contained herein being not true.. The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules that takes place prior to the Closing Time.‌

Appears in 1 contract

Samples: Subscription Agreement

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Purchased Shares under applicable Securities Laws. The Subscriber agrees to indemnify the Corporation and each of its directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription ReceiptsPurchased Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securitiesPurchased Shares. The Subscriber hereby indemnifies the CorporationARTICLE 7 - SURVIVAL OF REPRESENTATIONS, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not true.WARRANTIES AND COVENANTS

Appears in 1 contract

Samples: Peace Arch Entertainment Group Inc

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation Company and the Agents in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts under applicable Securities Laws. The Subscriber undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement, or in any document furnished by the Subscriber to the Company or the Agents in connection with this Subscription Agreement, which takes place at or prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription Receipts, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not trueReceipts.

Appears in 1 contract

Samples: Agency Agreement (Swisher Hygiene Inc.)

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Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation Corporation, the Agents and the U.S. Agents in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Purchased Shares under applicable Securities Laws. The Subscriber agrees to indemnify the Corporation, the Agents, the U.S. Agents and each of their controlling persons, affiliates, directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation and the U.S. Agents of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription ReceiptsPurchased Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not truePurchased Shares.

Appears in 1 contract

Samples: Peace Arch Entertainment Group Inc

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation and the Agents in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Purchased Shares under applicable Securities Laws. The Subscriber agrees to indemnify the Corporation, the Agents and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription ReceiptsPurchased Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not truePurchased Shares.

Appears in 1 contract

Samples: Peace Arch Entertainment Group Inc

Reliance on Representations, Warranties, Covenants and Acknowledgements. The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation in determining the Subscriber's ’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Subscription Receipts Purchased Shares under applicable Securities Laws. The Subscriber agrees to indemnify the Corporation and each of its directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Time. The Subscriber further agrees that by accepting the Subscription ReceiptsPurchased Shares, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscription Receipts Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Subscription Receipts or any underlying securities. The Subscriber hereby indemnifies the Corporation, Counsel and their respective counsel in respect to all costs or losses they may suffer as a result of any of the representations, warranties, covenants and acknowledgments of the Subscriber contained herein being not truePurchased Shares.

Appears in 1 contract

Samples: Peace Arch (Wagner Todd R)

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