Acknowledgments and Covenants. (1) The Subscriber hereby agrees to pay all costs and expenses incurred by or on behalf of the Company, including reasonable attorneys’ fees and disbursements, in connection with enforcing the Subscriber’s obligations under this Subscription Agreement in the event of any default in respect of its obligations hereunder.
(2) Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company must withhold tax with respect to certain transfers of property if a stockholder of the Company is a foreign person. To inform the Company whether withholding is required with respect to the Subscriber’s interest in the Company, the Subscriber shall complete a Form W-9 or applicable Form W-8.
(3) The Subscriber acknowledges and agrees that the Shares will be issued subject to the terms of this Subscription Agreement and that any certificates evidencing the Shares will bear appropriate legends to that effect, including a legend in substantially the form set forth above and as otherwise provided pursuant hereto.
Acknowledgments and Covenants. (1) The undersigned agrees to provide such documentation confirming undersigned’s answers in Part 1 hereof as reasonably requested by the Company and its counsel.
(2) The information provided by the undersigned in this questionnaire and certification and any documents accompanying it is confidential and will not be reviewed by anyone other than the Company, TIXT and their advisers and counsel; provided, however, that this Questionnaire and Certification may be shown to agents or officials of the SEC, New York Stock Exchange, Toronto Stock Exchange, or any state securities regulatory agency, any securities regulatory authority in Canada or other law enforcement officials upon their request. In addition, the undersigned agrees that this information may also be produced in courts of law or other regulatory tribunal if considered evidentiary or otherwise required.
(3) The undersigned acknowledges and agrees that the information provided by the undersigned in this questionnaire and certification and any documents accompanying it will be relied upon by the Company and TIXT in determining, among other things, whether there are reasonable grounds to believe that the undersigned qualifies as an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D or is otherwise qualified to invest.
(4) The undersigned hereby certifies that the information contained herein, including the undersigned answers in Part 1 hereof and the documents that the undersigned has submitted to the Company and TIXT to verify such information are true, accurate and complete to the best of the undersigned’s knowledge. The undersigned further agrees to promptly notify the Company of any changes in the information contained herein.
Acknowledgments and Covenants. Licensee acknowledges, understands and agrees that: (i) Licensor has expended substantial time, money and effort researching and developing the Licensed Technology; (ii) the Licensed Technology provides Licensor with a significant competitive advantage in the marketplace; (iii) the Licensed Technology, together with all improvements, enhancements and modifications thereto, is the confidential, proprietary and trade and industrial secret information and property of Licensor; (iv) if the Licensed Technology was disclosed or misused, Licensor would suffer substantial irreparable harm and likely lose its competitive advantage in the marketplace; (v) as of the date of this Agreement, Licensee is not aware of any facts or allegations which would, in any way or manner, compromise the confidentiality, propriety and trade and industrial secret status of any of the Licensed Technology; and (vi) Licensee will not make any use of any portion of the Licensed Technology in a manner inconsistent with the provisions of this Agreement.
Acknowledgments and Covenants. 7.1 Revenue Sharing Contributions will vary. Chawathil First Nation acknowledges that forest revenues received by British Columbia fluctuate and that the Revenue Sharing Contributions under this Agreement will vary over time.
7.2 Revenue Sharing Contributions are an accommodation. Chawathil First Nation agrees that the Revenue Sharing Contributions made under this Agreement constitute an accommodation for any potential adverse impacts of Administrative and/or Operational Decision(s), and any forest or range development practices that may be carried out under an Operational Plan(s), on Chawathil First Nation’s Aboriginal Rights and Title.
7.3 Where consultation process followed. Chawathil First Nation agrees that if the consultation process set out in this Agreement is followed, British Columbia has adequately consulted and has provided an accommodation with respect to potential adverse impacts of Administrative and/or Operational Decision(s), and any forest or range development practices that may be carried out under an Operational Plan(s), on Chawathil First Nation’s Aboriginal Rights and Title.
Acknowledgments and Covenants. Each Shareholder acknowledges and ----------------------------- agrees as follows:
(a) The Company has made available to each Shareholder the opportunity to ask questions of, and receive answers from, persons acting on behalf of the Company concerning the Company and the proposed sale of Shares pursuant to this Agreement, and otherwise to obtain any additional information, to the extent the Company or its executive officers possess such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information which such Shareholder has acquired.
(b) Each Shareholder further acknowledges and agrees with the Company that (i) the Shares, when issued, will not have been registered under the Securities Act, or qualified under any state securities laws; (ii) any sale or other disposition of the Shares will be limited to a transaction permitted by the Shareholders Agreement and as to which, in each instance, an exemption from the registration requirements of the Securities Act and any applicable requirements under state securities laws can be established to the satisfaction of the Company and its counsel.
Acknowledgments and Covenants. The Company acknowledges that the Shareholder is the sole and exclusive owner of the Intellectual Property and that nothing in this Agreement shall be deemed to convey any rights or proprietary interest in same to the Company, other than the specific License granted hereunder. The Company and its officers, agents, servants, employees, attorneys, subsidiaries, successors, assigns and any person or entity in active concert or participation with the Company agrees not to challenge or cause to be challenged, directly or indirectly, the ownership, proper naming of inventors, validity or enforceability of any Patent rights of the Shareholder.
Acknowledgments and Covenants. 7.1 Revenue Sharing Contributions will vary. Gitanyow acknowledges that forest revenues received by British Columbia fluctuate and that the Revenue Sharing Contributions under this Agreement will vary over time.
7.2 Revenue Sharing Contributions are an accommodation. Gitanyow agrees that the Revenue Sharing Contributions made under this Agreement are an economic accommodation and constitute a component of any accommodation or compensation that may be required for any potential adverse impacts of Administrative and/or Operational Decisions, and any forest or range development practices that may be carried out under an Operational Plans, on Gitanyow’s Aboriginal Interests.
7.3 Where consultation process followed. Gitanyow agrees that if the consultation process set out in Appendix 1 to Schedule C of the Gitanyow Huwilp Recognition and Reconciliation Agreement is followed, British Columbia has consulted and, where appropriate, has identified potential measures to accommodate potential adverse impacts of Administrative and/or Operational Decisions, and any forest or range development practices that may be carried out under an Operational Plan, on Gitanyow’s Aboriginal Interests.
Acknowledgments and Covenants. 7.1 Revenue Sharing Contributions will vary. Toquaht Nation acknowledges that forest and range revenues received by British Columbia fluctuate and that the Revenue Sharing Contributions under this Agreement will vary over time.
Acknowledgments and Covenants. 7.1 Revenue Sharing Contributions will vary. K’ómoks First Nation acknowledges thatforest and range revenues received by British Columbia fluctuate and that the Revenue Sharing Contributions under this Agreement will vary over time.
7.2 Where consultation process followed. X’xxxxx First Nation agrees that if the consultation process set out in this Agreement is followed, British Columbia has consulted, and this will be the process through which British Columbia will identify potential accommodation measures to address the potential adverse impacts of Administrative and/or Operational Decisions, and any forest or range development practices that may be carried out under an Operational Plan, on K’ómoks First Nation’s Aboriginal Interests.
Acknowledgments and Covenants. 7.1 Revenue Sharing Contributions will vary. Whispering Pines / Clinton Indian Band acknowledges that forest and range revenues received by BC fluctuate and that the Revenue Sharing Contributions under this Agreement will vary over time.
7.2 Where consultation process followed. Whispering Pines / Clinton Indian Band agrees that if the consultation process set out in this Agreement is followed, BC has consulted, and this will be the process through which BC will identify potential accommodation measures to address the potential adverse impacts of Administrative and/or Operational Decisions, and any forest or range developmentpractices that may be carried out under an Operational Plan, on Whispering Pines / Clinton Indian Band Secwépemc Interests.
