Common use of Reliance Clause in Contracts

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 129 contracts

Samples: Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Zerospo), Underwriting Agreement (Actelis Networks Inc)

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Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 124 contracts

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.), Underwriting Agreement (Aytu Bioscience, Inc), Underwriting Agreement (Cellectar Biosciences, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 23 contracts

Samples: Underwriting Agreement (InspireMD, Inc.), Underwriting Agreement (Beroni Group LTD), Underwriting Agreement (Ballantyne Strong, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representatives’ Counsel if requested.

Appears in 13 contracts

Samples: Underwriting Agreement (Sidus Space Inc.), Underwriting Agreement (Know Labs, Inc.), Underwriting Agreement (Fitell Corp)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested.

Appears in 13 contracts

Samples: Underwriting Agreement (SSLJ. COM LTD), Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Leaping Group Co., Ltd.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 10 contracts

Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (KULR Technology Group, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to RepresentativeUnderwriter’s Counsel if requested.

Appears in 10 contracts

Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (mF International LTD)

Reliance. In rendering such opinionsopinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers officials of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 7 contracts

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

Reliance. In rendering such opinionsopinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 7 contracts

Samples: Underwriting Agreement (Barington/Hilco Acquisition Corp.), Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Barington/Hilco Acquisition Corp.)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel Xxxxxxx if requested.

Appears in 6 contracts

Samples: Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested; and (iii) otherwise as set forth on Exhibit D attached hereto.

Appears in 6 contracts

Samples: Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Genprex, Inc.), Underwriting Agreement (Genprex, Inc.)

Reliance. In rendering such opinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 5 contracts

Samples: Underwriting Agreement (Gamer Pakistan Inc), Underwriting Agreement (Gamer Pakistan Inc), Underwriting Agreement (Nyiax, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and States, Israel and/or jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 5 contracts

Samples: Underwriting Agreement (SaverOne 2014 Ltd.), Underwriting Agreement (Beamr Imaging Ltd.), Underwriting Agreement (SaverOne 2014 Ltd.)

Reliance. In rendering such opinions, such counsel may reasonably rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 4 contracts

Samples: Underwriting Agreement (Castellum, Inc.), Underwriting Agreement (Glucose Health, Inc.), Underwriting Agreement (Castellum, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction) of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 4 contracts

Samples: Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Representative if requested.

Appears in 4 contracts

Samples: Underwriting Agreement (Global Logistics Acquisition CORP), Underwriting Agreement (Global Logistics Acquisition CORP), Underwriting Agreement (TAC Acquisition Corp.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeSelling Agent) of other counsel reasonably acceptable to the RepresentativeSelling Agent, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to RepresentativeSelling Agent’s Counsel counsel if requested.

Appears in 4 contracts

Samples: Selling Agent Agreement (AzurRx BioPharma, Inc.), Selling Agent Agreement (AzurRx BioPharma, Inc.), Subscription Agreement (Alliance MMA, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativePlacement Agent) of other counsel reasonably acceptable to the RepresentativePlacement Agent, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Placement Agent Counsel if requested.

Appears in 3 contracts

Samples: Placement Agency Agreement (Biovie Inc.), Placement Agency Agreement (Matinas BioPharma Holdings, Inc.), Placement Agency Agreement (Oramed Pharmaceuticals Inc.)

Reliance. In rendering such opinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s Counsel counsel if requested.

Appears in 3 contracts

Samples: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company; provided, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 3 contracts

Samples: Underwriting Agreement (Arch Therapeutics, Inc.), Underwriting Agreement (Data443 Risk Mitigation, Inc.), Underwriting Agreement (Arch Therapeutics, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel GM if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (WhiteSmoke, Inc.), Underwriting Agreement (WhiteSmoke, Inc.)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxXxxxxxx) of other counsel reasonably acceptable to the RepresentativeXxXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (L&L Acquisition Corp.), Underwriting Agreement (Arcade China Acquisition Corp)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representativethe Underwriter’s Counsel counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Fortissimo Acquisition Corp.), Underwriting Agreement (Fortissimo Acquisition Corp.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Blink Charging Co.), Underwriting Agreement (Blink Charging Co.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representatives Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.), Underwriting Agreement (Bio Blast Pharma Ltd.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (PaxMedica, Inc.), Underwriting Agreement (PaxMedica, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) of other counsel reasonably acceptable to the RepresentativeUnderwriters, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (China Internet Nationwide Financial Services, Inc.), Underwriting Agreement (China Internet Nationwide Financial Services, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Mangoceuticals, Inc.), Underwriting Agreement (Mangoceuticals, Inc.)

Reliance. In rendering such opinionsits opinion, such counsel Company Counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are it is admitted, to the extent such counsel Company Counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriters’ Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Super League Gaming, Inc.), Underwriting Agreement (Super League Gaming, Inc.)

Reliance. In rendering such opinions, each such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriters' counsel) of other counsel reasonably acceptable to the RepresentativeUnderwriters' counsel, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters' counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Gentium S.p.A.), Gentium S.p.A.

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeCGF) of other counsel reasonably acceptable to the RepresentativeCGF, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters' counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the RepresentativeUnderwriters, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested; and (iii) otherwise as set forth on Exhibit C attached hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representatives’ Counsel if reasonably requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Golden Heaven Group Holdings Ltd.), Underwriting Agreement (Golden Heaven Group Holdings Ltd.)

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Reliance. In rendering such opinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Vision Sensing Acquisition Corp.), Vision Sensing Acquisition Corp.

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel Xxxxxxx if requested.. The opinion of counsel for the

Appears in 2 contracts

Samples: Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States States, Israel and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested.

Appears in 2 contracts

Samples: Underwriting Agreement (Nano Dimension Ltd.), Underwriting Agreement (Nano Dimension Ltd.)

Reliance. In In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (InspireMD, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Cue Biopharma, Inc.)

Reliance. In rendering such opinionsthe opinions described in 4.2.1 and 4.2.3, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (NRX Pharmaceuticals, Inc.)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeBingham) of other counsel reasonably acceptable to the RepresentativeBingham, familiar with the xxxx xxe applicable laws; , and (ii) as to matters of factxxxx, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel Bingham if requested.

Appears in 1 contract

Samples: North American Insurance Leaders, Inc.

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided . The opinion of HanKun Law Offices shall include a statement to the effect that copies of any such statements or certificates shall it may be relied upon by counsel for the Underwriter in its opinion delivered to Representative’s Counsel if requestedthe Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (SkyPeople Fruit Juice, Inc)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and States, the State of Israel and/or jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Silynxcom Ltd.)

Reliance. In rendering such opinions, each such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriters’ counsel) of other counsel reasonably acceptable to the RepresentativeUnderwriters’ counsel, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Gentium S.p.A.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the CompanyCompany and the Subsidiaries, provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Scorpius Holdings, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Underwriter Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel Mei & Xxxx if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Wah Fu Education Group LTD)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel DLA Piper if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Mission NewEnergy LTD)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Placement Agent Counsel if requested.

Appears in 1 contract

Samples: Placement Agency Agreement (Oramed Pharmaceuticals Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable lawsApplicable Law; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Boxlight Corp)

Reliance. In rendering such opinionsopinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Fortissimo Acquisition Corp.)

Reliance. In rendering such opinionsopinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativePlacement Agents) of other counsel reasonably acceptable to the RepresentativePlacement Agents, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel Placement Agents’ counsel if requested.

Appears in 1 contract

Samples: Placement Agency Agreement (ONCOSEC MEDICAL Inc)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel the Underwriters’ counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Pomelo Acquisition Corp LTD)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Representatives’ Counsel if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Versus Systems Inc.)

Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to Representative’s Representative Counsel if requested...

Appears in 1 contract

Samples: Underwriting Agreement (Heat Biologics, Inc.)

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