Common use of Information; Reliance Clause in Contracts

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance lettersletter), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In ) and, in addition, the Company agrees to make available to Xxxxxxxxxx upon its reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company; provided, in each case, that such access shall be during normal business hours and upon reasonable advance notice, shall not interfere with the normal operation of the Company’s business and shall not require provision of any information subject to attorney-client or other privilege. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other informationinformation (other than information provided by Xxxxxxxxxx for inclusion in the Offering Documents); and (c) will not make an appraisal of any of the assets or liabilities of the Company; provided, that notwithstanding the foregoing, Xxxxxxxxxx agrees and acknowledges that (i) any projections or other forward-looking statements included in the Information are not to be viewed as facts, are not a guarantee of performance and actual results may vary materially from such projections, forward-looking statements or other Information and (ii) the Company does not make any representations or warranties with respect to any Information except and to the extent explicitly set forth in a definitive underwriting agreement (or other analogous document). Upon reasonable requestrequest and advance notice, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of Xxxxxxxxxx, the Company shall deliver such customary legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offeringcounsel.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each OfferingClosing, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information reasonably requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “"Information”"). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “"Offering Documents”) " which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer's certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will reasonably cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each an Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder)below) and applicable prospectus, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, including negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Public Offering (the “Offering Documents”) ), which shall include any Purchase Agreement (as defined hereunder), ) and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents Registration Statement and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing of the Public Offering (and upon the closing of any “greenshoe” exercise), at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Public Offering.

Information; Reliance. (a) The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agents all information reasonably requested by Xxxxxxxxxx the Placement Agents for the purpose of rendering services hereunder and conducting due diligence shall further make available to the Placement Agents all such information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors (all such information being the “Information”). The Company shall notify the Placement Agents of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition or prospects of the Company, the Public Entity or any other material Information. In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agents upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agents (a) will use and rely on the Information, including any documents provided to investors in each Offering and in connection with the Merger (the “Offering Documents”) ,” which shall include any Purchase Agreement (as defined hereunder)Subscription Agreement) and any private placement memorandum, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agents specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agents or its their representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agents thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (Wxxxxxxxxx ( a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information reasonably requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any reasonable investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all reasonable information requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ,” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, in each case other than any information relating to, and provided by, Xxxxxx for inclusion therein; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, warranties and closing conditions and closing deliverables made by the Company in any the Offering Documents, including representations, warranties, covenants, warranties and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon its reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company; provided, in each case, that such access shall be during normal business hours and upon reasonable advance notice, shall not interfere with the normal operation of the Company’s business and shall not require provision of any information subject to attorney-client or other privilege. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other informationinformation (other than information specifically provided by Xxxxxxxxxx for inclusion in the Offering Documents); and (c) will not make an appraisal of any of the assets or liabilities of the Company; provided, that notwithstanding the foregoing, Xxxxxxxxxx agrees and acknowledges that any projections or other forward-looking statements included in the Information are not to be viewed as facts, are not a guarantee of performance and actual results may vary materially from such projections, forward-looking statements or other Information. Upon reasonable requestrequest and advance notice, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the closing of each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; provided that Xxxxxxxxxx shall keep in confidence and shall not provide to investors or potential investors any material non-public Offering Documents that have not been approved in advance by the Company for such use (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder)below) and applicable prospectus, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, including negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; provided that Xxxxxxxxxx shall keep in confidence and shall not provide to investors or potential investors any non-public Offering Documents that have not been approved in advance by the Company for such use; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel and to the Company and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each For the Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information reasonably requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence shall further make available to the Placement Agent all such information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors (all such information being the “Information”). The Company shall notify the Placement Agent if it becomes aware of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition or prospects of the Company or any other material Information to the extent needed to allow the Company and the Placement agent to assess whether any disclosure to investors, a delay of the date of the Closing, or other any other appropriate step is required. In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the InformationInformation and Offering Documents, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder)private placement memorandum, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does will not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of Xxxxxxxxxxthe Placement Agent, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Placement Agent and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonable requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make reasonable available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all reasonable information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, in each case other than any information provided by Xxxxxxxxxx in writing expressly for inclusion therein; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “"Information”"). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “"Offering Documents”") which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ ' and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel the Company as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information reasonably requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence shall further make available to the Placement Agent all such information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors (all such information being the “Information”). The Company shall notify the Placement Agent if it becomes aware of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition or prospects of the Company or any other material Information to the extent needed to allow the Company and the Placement agent to assess whether any disclosure to investors, a delay of the date of the Closing, or other any other appropriate step is required. In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the InformationInformation and Offering Documents, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does will not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each OfferingClosing, at the request of Xxxxxxxxxxthe Placement Agent, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Placement Agent and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such the Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.,

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any reasonable investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each the closing of the Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information Information reasonably requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence (shall further make available to the Placement Agent all such information being to the “same extent and on the same terms as such information is available to the Company and investors. The Company shall notify the Placement Agent of any material adverse change, or development that is likely to lead to a material adverse change, in the business, properties, operations or financial condition of the Company or any other material Information”). In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ,” which shall include any form of a Purchase Agreement (as defined hereunder)Agreement) and any private placement memorandum, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each the Closing of the Offering, at the request of Xxxxxxxxxxthe Placement Agent, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Placement Agent and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “"Information”"). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “"Offering Documents”) " which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer's certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the Closing of each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, and, in connection with a public Offering, a comfort letter and negative assurance letters), all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents (except as they relate to Wxxxxxxxxx) or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will reasonably cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the CompanyCompany in connection with an Offering. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information reasonably requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance lettersletter), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information reasonably requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence shall further make available to the Placement Agent all such information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors (all such information being the “Information”). The Company shall notify the Placement Agent of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition or prospects of the Company or any other material Information. In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the Information, including any documents provided to investors in each Offering (the Offering(the “Offering Documents”) ,” which shall include any Purchase Agreement (as defined hereunder)Agreement) and if any prepared by the Company, a private placement memorandum, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does do not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each OfferingOffering and the closing of the Merger, at the request of Xxxxxxxxxxthe Placement Agent, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Placement Agent and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering...

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for transactions similar to such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information reasonably requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel the Company as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, provided that Xxxxxxxxxx shall keep in confidence and shall not provide to investors or potential investors any material, non-public information or Offering Documents that have not been approved in advance by the Company for such use; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the reasonable request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance lettersletter), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information reasonably requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for information furnished to the Company by Rxxxxx expressly for inclusion in such Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ an opinion of counsel and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information Information reasonably requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence (shall further make available to the Placement Agent all such information being to the “same extent and on the same terms as such information is available to the Company and investors. The Company shall notify the Placement Agent of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition of the Company or any other material Information”). In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the Information, including any documents provided to investors in each Offering (the Offering(the “Offering Documents”) ,” which shall include any Purchase Agreement (as defined hereunder)Agreement) and any private placement memorandum, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does do not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each the Offering, at the request of Xxxxxxxxxxthe Placement Agent, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Placement Agent and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort lettersletters (in the event of a public Offering), officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, letters and officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information reasonably requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any reasonable investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each the Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any the Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “"Information”"). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Informationinformation, including any documents provided to investors in each Offering (the “"Offering Documents”) " which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance lettersletter), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer ' s certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each In connection with the Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each the closing of the Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance lettersletter in connection with an Offering that is deemed a public offering), opinions, comfort letters, letters and officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the Closing of each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, and, in connection with a public Offering, a comfort letter), all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement Agreements (as defined hereunderbelow), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third third-party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the closing of each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company authorizes Xxxxxxxxxx to distribute to prospective investors in a Qualified Offering a confidential placement memorandum, if applicable, and other disclosure materials prepared or reviewed and approved by the Company for use in connection with the Qualified Offering, together with any reports, statements and other documents publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the “Qualified Offering Documents”). The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Qualified Offering Documents or the Information and such other information; and (cb) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Information and the Qualified Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Qualified Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Qualified Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Qualified Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an a Qualified Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ,” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, in each case other than any information relating to, and provided by, Xxxxxxxxxx for inclusion therein; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (includingopinions of counsel, without limitation, negative assurance lettersoffciers’ certificate(s), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, warranties and closing conditions and closing deliverables made by the Company in any the Offering Documents, including representations, warranties, covenants, warranties and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of Xxxxxxxxxx, the Company shall deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such the Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.,

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offeringsimilar offerings. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any Information furnished in writing to the Company by Xxxxxxxxxx specifically for inclusion in the Offering Documents (Xxxxxxxxxx’x Information”); and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the CompanyCompany in connection with an Offering. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort lettersletters (in the event of a public Offering), officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Agents all information reasonably requested by Xxxxxxxxxx the Agents for the purpose of rendering services hereunder and conducting due diligence shall further make available to the Agents all such information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors (all such information being the “Information”). The Company shall notify the Agents if it becomes aware of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition or prospects of the Company or any other material Information to the extent needed to allow the Company and the Agents to assess whether any disclosure to investors, a delay of the date of any Closing, or other any other appropriate step is required. In addition, the Company agrees to make available to Xxxxxxxxxx the Agents upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Agents (a) will use and rely on the Information, including any documents provided to investors in each Information and Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does will not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for any written information furnished to the Company by the Agents specifically for inclusion in the Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Agents or its their representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Agents thereof, including any document included or incorporated by reference therein. At each OfferingClosing, at the request of Xxxxxxxxxxthe Agents, the Company shall deliver copies of such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx the Agents and its their counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Rxxxxx all information requested by Xxxxxxxxxx Rxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Rxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Rxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for information furnished to the Company by Rxxxxx expressly for inclusion in such Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Rxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Rxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxRxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Rxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Rxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the Closing of each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, and, in connection with a public Offering, a comfort letter), all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make reasonably available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources publically disclosed by the Company in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other publically disclosed information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will use commercially reasonably efforts to cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each the Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel counsel, and the Company and its counsel, as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel (who shall not be required to disclose privileged information) and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall ​ include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will reasonably cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information reasonably requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all Waxxxxxxxx xll information requested by Xxxxxxxxxx for Waxxxxxxxx xor the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon Waxxxxxxxx xpon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Waxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or Waxxxxxxxx xr its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereofWaxxxxxxxx xhereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWaxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and Waxxxxxxxx xnd its counsel as is customary for such Offering. Xxxxxxxxxx shall Waxxxxxxxx xhall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the Closing of each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, and, in connection with a public Offering, a comfort letter), all in form and substance reasonably satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunderbelow), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At the closing of each Offering, at the request of XxxxxxxxxxWxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Wxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort lettersletters (in case of a public Offering, if any), officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information reasonably requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 Security services provided by X.X. Xxxxxxxxxx & Co., LLC | Member: FINRA/SIPC having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all Waxxxxxxxx xll information reasonably requested by Xxxxxxxxxx for Waxxxxxxxx xor the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon Waxxxxxxxx xpon reasonable request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Waxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement (as defined hereunder)below) and applicable prospectus, and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or Waxxxxxxxx xr its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereofWaxxxxxxxx xhereof, including any document included or incorporated by reference therein. At each Offeringthe Closing, at the request of XxxxxxxxxxWaxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, including negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and Waxxxxxxxx xnd its counsel as is customary for such Offering. Xxxxxxxxxx shall Waxxxxxxxx xhall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without prior written consent of the Placement Agent. In addition, the Company shall furnish, or cause to be furnished, to Xxxxxxxxxx the Placement Agent all information requested by Xxxxxxxxxx the Placement Agent for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx the Placement Agent upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx the Placement Agent (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx the Placement Agent or its respective representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx the Placement Agent thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx The Placement Agent shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except for information furnished to the Company by Xxxxxx expressly for inclusion in such Offering Documents; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wainwright all information xxxxxxxxxon reasonably requested by Xxxxxxxxxx Wainwright for the purpose xxx xxxxxse of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request Wainwright upox xxxxxxx from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wainwright (a) will use xxxx xxx and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; provided that Wainwright shaxx xxxx xx confidence and shall not provide to investors or potential investors any material non-public Offering Documents that have not been approved in advance by the Company for such use (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wainwright or its representatives xxx xxxxxxentatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereofWainwright thexxxx, including xxxxuding any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxWainwright, the Company thx Xxxxxxx shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx Wainwright and its counsel xxx xxxxxel as is customary for such Offering. Xxxxxxxxxx shall be a third Wainwright shaxx xx x xxird party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Dominari Securities all information requested by Xxxxxxxxxx Dominari Securities for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Dominari Securities upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Dominari Securities (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Dominari Securities or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Dominari Securities thereof, including any document included or incorporated by reference therein. At each For the Offering, at the request of XxxxxxxxxxDominari Securities, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Dominari Securities and its counsel as is customary for such the Offering. Xxxxxxxxxx Dominari Securities shall be a third third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Wxxxxxxxxx all information reasonably requested by Xxxxxxxxxx Wxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Wxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Wxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each the Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Wxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Wxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an the Offering and any opinions and other closing deliverables delivered to the investors at closing of the Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ letters and secretary certificates and good standing officer’s certificates, all in form and substance reasonably satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, covenants and closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, covenants and closing conditions and closing deliverables made to any investor in an Offering.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx Xxxxxx all information reasonably requested by Xxxxxxxxxx Xxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx Xxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx Xxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) ,” which shall include any Purchase Agreement Agreements (as defined hereunderbelow)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, in each case other than any information relating to, and provided by, Xxxxxx for inclusion therein; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx Xxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx Xxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of XxxxxxxxxxXxxxxx, the Company shall deliver such legal letters (includingopinions of counsel, without limitation, negative assurance lettersoffciers’ certificate(s), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx Xxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx Xxxxxx shall be a third party beneficiary of any representations, warranties, covenants, warranties and closing conditions and closing deliverables made by the Company in any the Offering Documents, including representations, warranties, covenants, warranties and closing conditions and closing deliverables made to any investor in an Offering.