Reliance Upon Representations. By awarding the Grant and executing this Contract, the INSTITUTE is relying, and will continue to rely throughout the term of this Contract, upon the truthfulness, accuracy, and completeness of the RECIPIENT’s written assurances, certifications and representations. Moreover, the INSTITUTE would not have entered into this Contract with the RECIPIENT but for such written assurances, certifications and representations. The RECIPIENT acknowledges that the INSTITUTE is relying upon such assurances, certifications and representations and acknowledges their materiality and significance.
Reliance Upon Representations. The information provided pursuant to this Agreement may be relied upon by Client, as true and correct as of the date hereof. Further, Consultant represents as follows:
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration are no longer accurate prior to Closing, the Transferor Parties will promptly notify SFX.
Reliance Upon Representations. Each of the Transferor Parties understands and acknowledges that: (a) the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares, if any, have not been registered under the Securities Act; (b) the representations and warranties contained in Sections 3.26 - 3.31 (the “Accredited Investor Representations”) are being relied upon by Parent as a basis for exemption of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares, if any, under the Securities Act; (c) the offering of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares, if any, pursuant to this Agreement when issued will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (d) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares, if any, or any recommendation or endorsement thereof. If any of the representations made by the Transferor Parties in connection with their acquisition of the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares, if any, are no longer accurate prior to Closing, the Transferor Parties will promptly notify Parent.
Reliance Upon Representations. I understand that the Company is relying upon the accuracy of the representations and warranties which I have made in this agreement. I agree to indemnify the Company (and any control persons of such entities) for any loss they may suffer as the result of any false or misleading warranty, representation or statement of facts which I have made in connection with the purchase of the Securities.
Reliance Upon Representations. The Developer acknowledges that:
Reliance Upon Representations. The Purchaser understands and acknowledges that (i) the Units are being offered and sold to Purchaser without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Purchaser hereby consents to such reliance.
Reliance Upon Representations. Such Purchaser understands that the Units and the Shares and Warrants underlying the Units are being offered and sold to it in reliance on an exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of such Purchaser set forth herein in order to determine the applicability of such exemption and the suitability of such Purchaser to acquire the Units.
Reliance Upon Representations. This Agreement is made with RTG in reliance upon such Sellers’ representations to RTG, which by its execution of this Agreement such Seller hereby confirms, for itself and on behalf of its designees to whom shares of RTG Common Stock may be issued hereunder (such designees being herein referred to together with Sellers as, the “Share Recipients”) that the shares of RTG Common Stock to be received by the Share Recipients as consideration hereunder will be acquired for investment for such Share Recipients’ own accounts, not as nominees or agents, and not with a view to the resale or distribution of all or any part thereof, and that no Share Recipient has any present intention of selling, granting any participation in, or otherwise distributing any of the shares of RTG Common Stock to be received by it hereunder. By executing this Agreement, Holdings further represents, for itself and on behalf of the Share Recipients that no Share Recipient has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of such shares of RTG Common Stock.
Reliance Upon Representations. The Seller and the Shareholder Parties understand that the Parent Stock is being offered and sold to it in reliance on specific exemptions from the prospectus and registration requirements of the Canadian securities Laws and United States federal securities Laws and that the Purchaser Parties are relying on the truth and accuracy of, and the Seller’s and Shareholder Parties’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller and the Shareholder Parties set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller and the Shareholder Parties to acquire the Parent Stock.
