Acknowledgment by the Company Sample Clauses

Acknowledgment by the Company. Except for the representations and warranties made by Parent, Merger Sub I and Merger Sub II in Article IV or in any certificate delivered by Parent in connection with the Mergers, the Company (for itself and on behalf of its Representatives) acknowledges that neither Parent, Merger Sub I, Merger Sub II nor any of their respective Subsidiaries, nor any other Person, (a) has made or is making, and the Company and its Representatives have not relied on and are not relying on, any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Parent, notwithstanding the delivery or disclosure to the Company or any of its Representatives of any documentation or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by the Company or any of its Representatives or (b) will have or be subject to any liability or obligation to the Company or any of its Representatives resulting from the delivery, dissemination or any other distribution to the Company or any of its Representatives (in any form whatsoever and through any medium whatsoever), or the use by the Company or any of its Representatives, of any information, documents or other material developed by or provided or made available to the Company or any of its Representatives in anticipation or contemplation of any of the Transactions. The Company, on behalf of itself and on behalf of its Affiliates, expressly waives any claim relating to the foregoing matters.

Acknowledgment by the Company. On its behalf and on behalf of each other Acquired Company, the Company is not relying and has not relied on any representations or warranties whatsoever regarding the Transactions or the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 4. Such representations and warranties by ▇▇▇▇▇▇ and Merger Sub constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with the Transactions and the Company understands, acknowledges and agrees, on its own behalf and on behalf of each other Acquired Company, that all other representations and warranties of any kind or nature whether express, implied or statutory, are specifically disclaimed by each of Parent and Merger Sub.

Acknowledgment by the Company. The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Acknowledgment by the Company. The Company hereby acknowledges that: (a) it has read and understood fully the content of this Agreement, and that it is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the Investor or any of their Affiliates as to the effect, operation or results of this Agreement; and (b) it has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder and that neither the Investor nor any of their Affiliates has provided investment advice to it in connection with the matters agreed in this Agreement or has solicited or induced the Company to enter into this Agreement.

Acknowledgment by the Company. The Company acknowledges and agrees that the release and discharge set forth above is a general release. The Company further agrees that the payment of the Indebtedness specified herein is as a complete compromise of matters involving disputed issues of law and fact. The Company further acknowledges that the general release set forth herein above is given voluntarily, based solely upon the judgment of the Company formed after consultation with its attorney, and is not based upon any representations or statements of any kind or nature whatsoever made by or on behalf of the Undersigned as to the liability, if any, of the Company, or the value of the Indebtedness or any other matter relating thereto. Additionally, the Company expressly states and acknowledges that no promise, agreement, or representation, other than those expressed herein, have been made by the Undersigned to the Company or their attorney in order to induce the execution of this Agreement.

Acknowledgment by the Company. The Company acknowledges that in no event shall any resolution of the Claim or payment of any portion of the Escrow Amount to Investor require the return, revocation, or recission of any of the Preferred Stock or the Warrant.

Acknowledgment by the Company. The Company hereby acknowledges that: (a) it has read and understood fully the content of this agreement, including, but not limited to, the pricing mechanisms, the number of Capital Call CDIs to be subscribed for at the end of each Evaluation Period, the payment of the Placement Agreement Fee and, the issue of Options, and that it is entering into this agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by GEM or GEMYB or any of their Affiliates as to the effect, operation or results of this agreement; and (b) it has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder and that neither GEM nor GEMYB nor any of their Affiliates has provided investment advice to the Company in connection with the matters agreed in this agreement or has solicited or induced the Company to enter into this agreement.

Acknowledgment by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever by or on behalf of Parent, Purchaser or any of their respective Affiliates regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article 5 and in any certificates delivered by Parent or Purchaser in connection with the Transactions contemplated hereby. Such representations and warranties by Parent and Purchaser constitute the sole and exclusive representations and warranties of each of Parent and Purchaser in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, whether express, implied or statutory, are specifically disclaimed by each of Parent and Purchaser.

Acknowledgment by the Company. The Company hereby acknowledges that: (a) it has read and understood fully the content of this Agreement, and that it is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities "▇▇▇▇▇▇▇ ▇▇▇▇▇" "▇▇▇▇▇ ▇▇▇▇▇" DATE: We refer to the Equity Drawdown Agreement (the “Agreement”) dated effective March 10, 2023 among the Company and the Investor. This Equity Drawdown Notice is being delivered to you pursuant to clause 6.1 of the Agreement. (1) Minimum Acceptable Price: CDN$ per Common Share. We hereby certify that that all conditions precedent to the delivery of this Equity Drawdown Notice pursuant to the Agreement have been satisfied (or waived in writing by you.) Signed by: Name: Title: Date: (1) Must not be greater than the Equity Drawdown Maximum, being 500% of the average Daily Trading Volumes for the ten (10) Trading Days immediately preceding the date of this Equity Drawdown Notice.