Reliance Upon Representations Clause Samples
The Reliance Upon Representations clause establishes that one party is entering into an agreement based on the truth and accuracy of specific statements or assurances made by the other party. In practice, this clause typically identifies which representations and warranties the parties are relying on, and may limit reliance to those expressly stated in the contract, excluding any prior or external statements. Its core function is to clarify the scope of information each party can depend on, thereby reducing the risk of disputes over alleged misrepresentations not included in the contract.
Reliance Upon Representations. By awarding the Grant and executing this Contract, the INSTITUTE is relying, and will continue to rely throughout the term of this Contract, upon the truthfulness, accuracy, and completeness of the RECIPIENT’s written assurances, certifications and representations. Moreover, the INSTITUTE would not have entered into this Contract with the RECIPIENT but for such written assurances, certifications and representations. The RECIPIENT acknowledges that the INSTITUTE is relying upon such assurances, certifications and representations and acknowledges their materiality and significance.
Reliance Upon Representations. I understand that the Company is relying upon the accuracy of the representations and warranties which I have made in this agreement. I agree to indemnify the Company (and any control persons of such entities) for any loss they may suffer as the result of any false or misleading warranty, representation or statement of facts which I have made in connection with the purchase of the Securities.
Reliance Upon Representations. The information provided pursuant to this Agreement may be relied upon by Client, as true and correct as of the date hereof. Further, Consultant represents as follows:
(a) by reason of Consultant's knowledge and experience of financial and business matters in general, and investments in particular Consultant is capable of evaluating the merits and risks of this transaction and in bearing the economic risks of an investment in the Common Stock and the Client in general and fully understand the speculative nature of such securities and the possibility of such loss; and
(b) Consultant has had the opportunity to ask questions and receive answers concerning the terms and conditions of the shares to be issued hereby and reserved for issuance pursuant hereto, and to obtain any additional information which Client possess or can acquire without reasonable effort or expense that is necessary to verity the accuracy of information furnished; and
(c) Consultant has been furnished with a copy of Client's most recent Annual Report on Form 10- KSB and all reports or documents required to be filed under Section 13(a), 14(a) and 15(d) of the Securities Exchange Act of 1934, including but not limited to quarterly reports on Form 10-QSB; and, in addition, that Consultant has been furnished with a brief description of the Client's capital structure and any material changes in Client's affairs that may not have been disclosed in the aforementioned documents.
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration are no longer accurate prior to Closing, the Transferor Parties will promptly notify SFX.
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares and Call/Put Shares, if any, are no longer accurate prior to Closing, the Transferor Parties will promptly notify Parent.
Reliance Upon Representations. The Developer acknowledges that:
a) it has made representations to the Municipality that it will maintain the said lands in accordance with the plans filed and accepted by the Municipality and others, and; the Municipality has entered into this Agreement in reliance upon these representations.
Reliance Upon Representations. The Purchaser understands and acknowledges that (i) the Units are being offered and sold to Purchaser without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Purchaser hereby consents to such reliance.
Reliance Upon Representations. Such Purchaser understands that the Units and the Shares and Warrants underlying the Units are being offered and sold to it in reliance on an exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of such Purchaser set forth herein in order to determine the applicability of such exemption and the suitability of such Purchaser to acquire the Units.
Reliance Upon Representations. He understands that the Option Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other federal or state securities laws, and, in reliance on his representations set forth in this Agreement, the sale provided for in this Agreement is exempt from registration under the Securities Act pursuant to Section 4(2) thereof. Accredited Investor. He is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, who by reason of his business and financial experience has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Option Shares and, having had access to or having been furnished with all such information as it has considered necessary (including, without limitation, the Company's most recent Annual Report on Form 10-K (the "10-K") for the fiscal year ending June 30, 1999, has concluded that he is able to bear those risks. Knowledge and Experience; Receipt of Information. He has such knowledge and experience in financial and business matters and has received all the information it considers necessary or appropriate for deciding whether to accept the Option Shares in exchange for his Membership Interests in MBI. He further represents that he has had an opportunity to ask questions and receive answers from the Company and its officers and representatives regarding the business, properties, prospects and financial condition of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to him or to which he otherwise had access. Restricted Securities. He understands that the Option Shares may not be sold, transferred or otherwise disposed of without registration under the Securities act or an exemption therefrom. In particular, he is aware that the Option Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met.
Reliance Upon Representations. Seller understands and acknowledges that: (a) the Shares have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.21 – 3.24 are being relied upon by Function(x) as a basis for exemption of the sale of the Shares under the Securities Act; (c) the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Shares or any recommendation or endorsement thereof. If any of the representations made by Seller in connection with Seller’s purchase of Shares are no longer accurate prior to Closing, Seller will promptly notify Function(x).