Common use of Private Offering Memorandum Clause in Contracts

Private Offering Memorandum. Pubco shall proceed in good faith toward preparation of a private offering memorandum (the "Private Offering Memorandum") to be used in connection with the Private Placement. Pubco shall have complete and exclusive responsibility to prepare the Private Offering Memorandum and related documents, which shall include such information concerning the offering, business, financial condition, results of operations and other matters concerning Pubco and this Agreement as may reasonably be determined by Pubco. Pubco shall be solely and exclusively responsible for the form and substance of the Private Offering Memorandum, the offer and sale of shares of Pubco as contemplated in the Private Offering Memorandum and for compliance with all applicable securities laws relating to the Private Offering Memorandum or the offer or sale of Pubco shares. Pubco shall cause the Private Offering Memorandum to be accurate and complete in all respects and to contain no misstatements. Pubco shall conduct the Private Placement in compliance with all applicable securities laws. While Pubco shall have complete and exclusive responsibility for the preparation of the Private Offering Memorandum, any information in the Private Offering Memorandum concerning SmartGate, including without limitation, the business, risks factors involving SmartGate and the offering, its management, the financial condition and results of operations of SmartGate, which was furnished by SmartGate expressly for use in the Private Offering Memorandum shall, to the extent used in the Private Offering Memorandum in a complete fashion, be the sole responsibility of SmartGate. Pubco's costs, expenses, and legal fees incurred in connection with the preparation of the Agreement and the Private Offering Memorandum shall not be the obligation of SmartGate but shall be paid by Pubco before closing without reducing the agreed upon Minimum Cash At Closing as provided for in Section 5.8

Private Offering Memorandum. Pubco shall proceed in good faith toward preparation of a private offering memorandum (the "Private Offering Memorandum") to be used in connection with the Private Placement. Pubco shall have complete and exclusive responsibility to prepare the Private Offering Memorandum and related documents, which shall include such information concerning the offering, business, financial condition, results of operations and other matters concerning Pubco and this Agreement as may reasonably be determined by Pubco. Pubco shall be solely and exclusively responsible for the form and substance of the Private Offering Memorandum, the offer and sale of shares of Pubco as contemplated in the Private Offering Memorandum and for compliance with all applicable securities laws relating to the Private Offering Memorandum or the offer or sale of Pubco shares. Pubco shall cause the Private Offering Memorandum to be accurate and complete in all respects and to contain no misstatements. Pubco shall conduct the Private Placement in compliance with all applicable securities laws. While Pubco shall have complete and exclusive responsibility for the preparation of the Private Offering Memorandum, any information in the Private Offering Memorandum concerning SmartGate, including without limitation, the business, risks factors involving SmartGate and the offering, its management, the financial condition and results of operations of SmartGate, which was furnished by SmartGate expressly for use in the Private Offering Memorandum shall, to the extent used in the Private Offering Memorandum in a complete fashion, be the sole responsibility of SmartGate. Pubco's costs, expenses, and legal fees incurred in connection with the preparation of the Agreement and the Private Offering Memorandum shall not be the obligation of SmartGate but shall be paid by Pubco before closing without reducing the agreed upon Minimum Cash At Closing as provided for in Section 5.8.