Acknowledgments of the Purchaser Sample Clauses

Acknowledgments of the Purchaser. In connection with the issuance of the Purchase Shares and the Warrants, Purchaser certifies that it is not a resident of Alberta and hereby acknowledges to the Company as follows: (a) Purchaser understands that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchase Shares or the Warrants, (b) there is no government or other insurance covering the Purchase Shares or the Warrants, (c) there are risks associated with the purchase of the Purchase Shares and the Warrants, (d) there are restrictions on the Purchaser's ability to resell the Purchase Shares and the Warrants (and the Shares and Warrant Shares) and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchase Shares Warrants (and the Shares and Warrant Shares), and (e) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell the Purchase Shares and Warrants through a person or company registered to sell securities under the Securities Act (Alberta) and, as a consequence of acquiring the Purchase Shares and the Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta), including statutory rights of rescission or damages, will not be available to the Purchaser.
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Acknowledgments of the Purchaser. The Purchaser hereby acknowledges and agrees that: (a) it has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives; (b) it has relied entirely on its own appraisal of the Company (and not on any factual representations, analysis or opinions of the Sellers or their respective representatives, except the specific representations and warranties of each Seller set forth in Section 3.01) in evaluating the risks and the suitability of the proposed investment for its purposes and in deciding to enter into this Agreement and the transactions contemplated hereby and in proceeding to Completion; (c) the Sellers may have, or have access to, information and analysis regarding or pertinent to the Company and the Shares, which the Purchaser may not have obtained or been given access to and the Sellers have no obligation to give the Purchaser access to such information or analysis; (d) (i) other than the representations and warranties contained in Section 3.01, it has not entered into this Agreement or will proceed to Completion in reliance of any representation or warranty of any Seller, express or implied nor any communications by any Seller, and none of the Sellers, their respective affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at Law or in equity, with respect to the Company, the Shares, or the businesses, assets or liabilities of the Company, including as to (x) merchantability or fitness for any particular use or purpose, (y) the operation of the Company’s business after Completion or (z) the probable success or profitability of the Company’s business after Completion and (ii) none of the Sellers, their respective affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its affiliates or representatives of, or the Purchaser’s use of, any information relating to the Company or the Shares; (e) none of the Sellers has been a nominee, agent, xxxxxxx, representative, fiduciary or constructive trustee of the Purchaser in any capacity ...
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Acknowledgments of the Purchaser. (a) The Purchaser has conducted to its satisfaction an independent investigation and verification of the Company and its Subsidiaries and the results of operations and projected operations of the Company and its Subsidiaries. (b) THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS AND THE COMPANY EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V, IN ANY SCHEDULE OR EXHIBIT HERETO, IN THE CERTIFICATES DELIVERED BY THE SELLERS AND THE COMPANY AT CLOSING PURSUANT HERETO AND IN THE ANCILLARY AGREEMENTS AND ANY SCHEDULE OR EXHIBIT THERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY TO THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THE PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE COMPANY OR ITS SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS AND THE COMPANY. (c) In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections from, or on behalf of, the Sellers and the Company. Without limiting Section 6.09(a) or Section 6.09(b) the Purchaser acknowledges that (i) uncertainties are inherent in such estimates, projections and other forecasts and plans, (ii) the Purchaser is familiar with such uncertainties and (iii) subject to the express representations and warranties of the Sellers and the Company set forth herein, the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).
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Acknowledgments of the Purchaser. The Purchaser acknowledges and agrees that, subject to the representations and warranties of the Vendor contained in Section 4.1 and in the Closing Documents: on Closing, title to the Lands and the Premises shall be free and clear of all Encumbrances, except the Permitted Encumbrances; save and except for the representations and warranties of the Vendor expressly stated in this Agreement, in entering into this Agreement, the Purchaser has relied and shall continue to rely entirely and solely upon its own inspections and investigations with respect to the Premises, including the physical and environmental condition of the Lands and the review of the documentation made available to the Purchaser pursuant to this Agreement, and the Purchaser acknowledges it is not relying on any additional information furnished by the Vendor or any other Person on behalf of or at the direction of the Vendor in connection therewith; and the Vendor shall have no obligation or responsibility to the Purchaser after Closing with respect to any matter relating to the Lands or the condition thereof, except as otherwise expressly provided in this Agreement. This Section 2.2 shall survive Closing and the Purchaser shall deliver to the Vendor on Closing an acknowledgement with respect to the matters set out in this Section 2.2.
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Acknowledgments of the Purchaser. There have been no representations, guarantees or warranties made to the undersigned Purchaser by the Seller, its agents or employees, or any of its agents or employees, or any other person, expressly or by implication, with respect to: a. The length of time that the undersigned Purchaser will be required to remain as owner of the Securities; and b. The possibility that the past performance or experience on the part of the Corporation might in any way indicate the predictable results of the ownership of the Securities or of the overall business of the Corporation.
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Acknowledgments of the Purchaser. The Purchaser acknowledges and agrees as follows:
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Acknowledgments of the Purchaser. The Purchaser acknowledges, agrees, represents and warrants to the Vendor that: (a) it has had the opportunity to, and has, conducted due diligence investigations in relation to the Mining Tenement before the date of this agreement and has had the opportunity to raise such enquiries as it considered necessary with the Vendor in relation to the Mining Tenements and the Records; (b) other than the mutual warranties set out in clause 13, the Vendor Warranties are the only representations and warranties that the Vendor has given and the Purchaser requires, and on which the Purchaser has relied, in entering into this agreement; (c) it has made, and it relies upon, its own searches, enquiries and evaluations in respect of the Mining Tenements and the Records (including in connection with any technical analysis or modelling conducted by the Purchaser or the Vendor or any of their Representatives); and (d) to the extent permitted by law, all warranties, representations and undertakings (whether express or implied and whether oral or in writing) made or given by the Vendor or any of its Representatives (except as expressly set out in this agreement) are expressly excluded.
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Related to Acknowledgments of the Purchaser

  • Acknowledgments The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Acknowledgments and Affirmations a. Employee affirms that Employee has complied with all laws and regulations applicable to FFB’s operations. b. Employee affirms that Employee has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. d. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. e. Employee affirms that Employee has no known workplace injuries or occupational diseases. f. Employee affirms that Employee has not divulged any of FFB’s Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Employee’s agreement(s) with FFB. g. Employee affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Employment Agreement. h. Employee affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Employee affirms that all of FFB’s decisions regarding Employee’s pay and benefits through the date of Employee’s Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. j. Employee affirms that any stock options granted to Employee under any FFB option program that have not vested by Employee’s Severance Date shall be considered lapsed, and be forever unexercisable by Employee unless otherwise provided by the terms of the applicable plan document for those options. At Employee’s Severance Date, any vested stock options will be treated in accordance with the terms of the applicable plan document for those options.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Acknowledgements of Subscriber 7.1 The Subscriber acknowledges and agrees that: (a) none of the Shares have been or will be registered under the Securities Act of 1933 (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 in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable securities laws; (b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation; (c) the Subscriber has received and carefully read this Agreement; (d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation; (e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; (f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (g) the Subscriber has been advised to consult the Subscriber'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 Company is not in any way responsible) for compliance with applicable resale restrictions; (h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board; (i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; (k) there is no government or other insurance covering any of the Shares; (l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and (m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations of the Purchasers Each Purchaser represents as follows:

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