ACKNOWLEDGEMENTS OF THE PURCHASER Sample Clauses

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser acknowledges the following:

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser acknowledges that: a. the Note has not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings; b. the Company has retained Pxxxxx Xxxxxxxx LLP as legal counsel in connection with the Merger and the management and operation of the Company. Pxxxxx Xxxxxxxx LLP is not representing and will not represent the Purchaser in connection with the purchase and sale of the Note, the management and operation of the Company or any dispute that may arise between the Purchaser, on the one hand, and the Company or the directors of the Company, on the other hand (each, a "Company Legal Matter"). The Purchaser will, if the Purchaser wishes to engage counsel on a Company Legal Matter, retain the Purchaser's own independent counsel with respect thereto; c. there are restrictions on the transferability of the Note; and the Note will not be, and the Purchaser has no rights to require that the Note be, registered under the Securities Act; and d. the Note is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws, and the Company is relying on the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Agreement to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Note.

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser acknowledges that: (a) it has received independent legal advice relating to all the matters provided for in this Agreement; 57 (b) it has carried out the Due Diligence relating to the Group Companies prior to executing and delivering this Agreement, and the Due Diligence process has been satisfactory; (c) no promise, representation or warranty (whether express or implied) as to the fairness, quality, accuracy, relevance, completeness or sufficiency for the Purchaser’s purposes of the information and documents, including the Due Diligence Documents, supplied or made available to the Purchaser, its Affiliates, and/or their respective advisors and counsels during the Due Diligence or otherwise has been made or is hereby being made by the Sellers, except as otherwise specifically set forth in Sections 8.1 (Sellers’ Warranties) and/or 8.2 (Spig Holding’s Warranties) hereof; (d) Sellers’ Warranties and Spig Holding’s Warranties expressly set out herein are the only representations and warranties of Spig Holding and/or Ambienta, as the case may be, in connection with the Transaction, as set forth in Section 8.6 (No Other Representations and Warranties).

ACKNOWLEDGEMENTS OF THE PURCHASER. 8.1 The Purchaser acknowledges and agrees that: (a) none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold except pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in accordance with applicable state securities laws; (b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; (c) the Purchaser has been advised to consult the Purchaser’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Vendor is not in any way responsible) for compliance with applicable resale restrictions; and (d) neither the United States Securities and Exchange Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares.

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser acknowledges that except as expressly set forth in Section 3.1, the Vendor and KEC make no express or implied representations or warranties with respect to the subject matter of this Agreement and, in particular but without limitation (and without limiting the other subsections of this Section 3.4) no express or implied representations or warranties are or have been made, except as set forth in Subsections 3.1.7 and 3.1.12, and any and all implied representations and warranties are hereby excluded, relating to the following, and the Purchaser acknowledges that it is relying solely upon its own investigations with respect to such matters:

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser acknowledges and agrees that: (a) (i) no agency, Securities Commission, Governmental Body, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merit of investment in, nor have any such agencies, Securities Commissions, Governmental Bodies, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Note, the Contingent Right or the Offering; (ii) there is no governmental or other form of insurance covering the Note or the Contingent Right; and (iii) there are risks associated with the purchase of the Note and the Contingent Right; (b) the purchase of the Note and the Contingent Right has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Note and Contingent Right is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus, registration statement or other offering document has been filed by the Corporation or Seabridge with a Securities Commission or other securities regulatory authority in any other jurisdiction in or outside of Canada in connection with the issue of the Note and Contingent Right and, if applicable, the Payment Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Applicable Securities Laws and, as a result, in connection with its purchase of the Note and Contingent Right hereunder, as applicable: (i) the Purchaser is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser will not receive information that may otherwise be required to be provided to the Purchaser under Applicable Securities Laws or contained in a prospectus prepared in accordance with Applicable Securities Laws; and (iii) the Issuer Parties are relieved from certain obligations that would otherwise apply under such Applicable Securities Laws; and (d) the Note and Contingent Right are being offered for sale only on a “private placement” basis. The Note and Contingent Right will be subjec...

ACKNOWLEDGEMENTS OF THE PURCHASER. 3.1 The Purchaser acknowledges and agrees that: a. the Claims are subject to the Prior Royalty; and b. from and after the Effective Date, the Purchaser will assume, pay and be responsible for all obligations, liabilities and claims of any nature, accruing, arising out of, or relating to the Prior Royalty.

ACKNOWLEDGEMENTS OF THE PURCHASER. With Respect To Projections And Risks. THE PURCHASER ACKNOWLEDGES THAT ANY PROJECTIONS DELIVERED TO IT WITH RESPECT TO THE COMPANY OR ITS BUSINESS ARE ESTIMATES OF FUTURE PERFORMANCE WHICH ARE INHERENTLY INACCURATE, AND THAT SUCH PROJECTIONS ARE NOT A GUARANTEE OF FUTURE PERFORMANCE. THE PURCHASER REPRESENTS AND AGREES THAT THE PURCHASER IS NOT RELYING ON THE ACCURACY OF ANY SUCH PROJECTIONS IN MAKING AN INVESTMENT IN THE COMPANY. THE PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND ACKNOWLEDGES THAT THE COMPANY HAS PROVIDED IT WITH A DOCUMENT DISCUSSING CERTAIN RISK FACTORS THAT HAVE BEEN CAREFULLY CONSIDERED BY THE PURCHASER.

ACKNOWLEDGEMENTS OF THE PURCHASER. The Purchaser understands and acknowledges that: (a) The subscription for the Shares contained herein may be accepted or rejected, in whole or in part, in the sole and absolute discretion of the Company. (b) The subscription for the Shares will be rejected if the Minimum Conditions, as described in Section 2, are not met. (c) Upon the delivery of this Subscription Agreement to the Company, the subscription evidenced hereby is and shall be irrevocable (subject to applicable securities laws and regulations), except that the Purchaser shall have no obligation hereunder if the subscription is for any reason rejected or the offering of Shares by the Company is for any reason cancelled or withdrawn. (d) No federal or state agency has made any finding or determination as to the fairness of the offering of Shares for investment or any recommendation or endorsement of the Shares. (e) There is no public market for the Shares and it is not anticipated that a market will develop for the Shares following this Offering. (f) The foregoing acknowledgements, representations, warranties and agreements shall survive the consummation of the offering contemplated by the Prospectus.

ACKNOWLEDGEMENTS OF THE PURCHASER. (a) The Purchaser acknowledges and consents to: (i) the fact that the Company is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) the Company retaining such personal information for as long as required by Applicable Law; (iii) the fact that the Company may be required by Securities Laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Purchaser in or in connection with this Agreement; and (iv) the collection, use and disclosure of the Purchaser's personal information by the TSXV. (b) The Purchaser understands that the Purchased Securities are "restricted securities" and have not been registered under the U.S. Securities Act or any applicable state securities law or Canadian Securities Laws and is acquiring the Purchased Securities as principal for its own account and not with a view to or for distributing or reselling such Purchased Securities or any part thereof in violation of the U.S. Securities Act, any applicable state securities law or Canadian Securities Laws, has no present intention of distributing any of such Purchased Securities in violation of the U.S. Securities Act, any applicable state securities law or Canadian Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Securities in violation of the U.S. Securities Act, any applicable state securities law or applicable Canadian Securities Laws. (c) The Purchaser (i) is not a U.S. Person and is not acquiring the Purchased Securities for the account or benefit of, or for resale to, a U.S. Person, (ii) is not purchasing the Purchased Securities as the result of any directed selling efforts (as defined in Rule 902(c) of the U.S. Securities Act), (iv) acknowledges that the current structure of the Transaction is not a scheme to avoid the registration requirements of the U.S. Securities Act; and (v) has no intention to distribute either directly or indirectly any of the Purchased Securities or the Warrant Shares in the United States, except in compliance with the ...