Covenants, Agreements and Acknowledgments Sample Clauses

Covenants, Agreements and Acknowledgments. 4.1 Concurrent with the execution of this Agreement, the Subscriber will fully complete Schedule "A" to this Agreement and acknowledges that the Company is relying on the Exemptions in order to complete the trade and distribution of the Securities and the Subscriber is aware of the criteria of the Exemptions to be met by the Subscriber including the representations contained in Schedule "A". 4.2 The Subscriber acknowledges and agrees that the Securities will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules and that the Company may be required to legend the certificates representing such Securities with those restrictions. This will prevent the Subscriber from reselling these Securities except in very limited circumstances. In this regard, the Subscriber acknowledges that such trade restrictions provide that the Subscriber must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before the earlier of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer in British Columbia, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber further acknowledges and agrees that it is the Subscriber's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber whether these Securities are a suitable investment. The Subscriber further acknowledges that it is investing in the Company entirely at its own risk and it may lose the entire Purchase Price.
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Covenants, Agreements and Acknowledgments. 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, fully complete and execute the TSE questionnaire and, if the Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), the Form 20A scheduled to this Agreement; and (b) hold and not sell, transfer or in any manner dispose of the Shares prior to midnight on the first anniversary of the Effective Date unless the Purchaser has obtained the prior written consent of the TSE to the sale, transfer or disposition, and the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares will bear such legends as may be required by the applicable Securities Rules and by the rules and policies of the TSE. 3.3 The Company covenants and agrees with the Purchaser to: (a) file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time; and (b) use its best efforts to obtain Regulatory Approval prior to the deadline referred to herein.
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Covenants, Agreements and Acknowledgments. 3.1 The Purchaser covenants and agrees with the Company to hold and not sell, transfer or in any manner dispose of the Shares comprising the Units or any shares acquired on the exercise of the Warrants comprising the Units unless the sale, transfer or disposition is made in accordance with all applicable Securities Rules. 3.2 The Purchaser acknowledges and agrees that the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules, and the share certificate or certificates representing the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will bear such legends as may be required by the applicable Securities Rules. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Purchaser understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to the Purchaser of an acquisition or disposition of Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser's acquisition or disposition of such securities; (d) the certificates evidencing the Securities issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED...
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Covenants, Agreements and Acknowledgments. 3.1 The Vendors and Targetco jointly and severally covenant and agree with the Purchaser that the Vendors and Targetco shall: (a) from and including the Effective Date through to and including the Time of Closing, permit the Purchaser, through its directors, officers, employees and authorized agents and representatives (collectively the "Purchaser's Representatives") at its own cost, full access to Targetco's books, records and property including, without limitation, all of the Assets, contracts and minute books of Targetco, so as to permit the Purchaser to make such investigation (the "Purchaser's Investigation") of Targetco as the Purchaser deems necessary; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Vendors or any one of them contained in this Agreement or any certificates or documents delivered by them or any one of them pursuant to this Agreement remain true and correct; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, Assets, business and undertaking of Targetco and, without limiting the generality of the foregoing, carry on the business of Targetco in a reasonable and prudent manner; (d) from and including the Effective Date through to and after the Time of Closing, do all such acts and things necessary to obtain any consents that may be required under the terms of any of the Material Contracts listed on Schedule "H" in respect of any assignment that may be deemed to occur on transfer of the Targetco Shares; and (e) from and including the Effective Date through to and after the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the parties, and all written and printed materials of any kind whatsoever exchanged by the parties, and, if so requested by the Purchaser, the Vendors and Targetco shall arrange for any director, officer, employee, authorized agent or representative of Targetco to enter into and the Vendors themselves shall enter into a non-disclosure agreement with the Purchaser in a form acceptable to the Purchaser acting reasonably. 3.2 The Vendors and Targetco jointly and severally covenant and agree with the Purchaser that, from and including the Effective Date through to and including the Time of Closing, the Vendors and Targetco shall: (a) not d...
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Covenants, Agreements and Acknowledgments. 4.1 Concurrent with the execution of this Agreement, the Purchasers will fully complete Schedule “A” to this Agreement. The Purchasers acknowledge that the Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities and the Purchasers are aware of the criteria of the Exemptions to be met by the Purchasers, including the representations contained in Schedule “A”. The Purchasers acknowledge and agree that they will provide immediate notice to the Corporation if the Corporation can no longer rely on the Exemptions to be met by the Purchasers because the representations contained in Schedule “A” are no longer true. 4.2 The Purchasers acknowledge and agree that the Securities will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules and that the Corporation may be required to legend the certificates representing such Securities with those restrictions. DM_VAN/286920-00001/7993833.2 4.3 The Purchasers acknowledge that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Purchasers whether these Securities are a suitable investment. The Purchasers further acknowledge that each are investing in the Corporation entirely at their own risk and they may lose all of the Investment Amount. 4.4 The Purchasers acknowledge that they are irrevocably committeed to purchase the Securities pursuant to duly and validly delivered Draw Down Notices on the terms and conditions set forth herein notwithstanding any changes in circumstances or other factors affecting the Corporation.
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Covenants, Agreements and Acknowledgments. 3.1. Concurrent with the execution of this Agreement, the Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Purchaser is aware of the criteria of the Exemptions to be met by the Purchaser including the representations contained in Schedule "A"; (b) if the Purchaser is an "individual" (which means a natural person but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete and execute the Form 45-903F1 appearing as Schedule "C" to this Agreement; and (c) fully complete and execute the TSX questionnaire appearing as Schedule "D" to this Agreement.
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Covenants, Agreements and Acknowledgments 
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Related to Covenants, Agreements and Acknowledgments

  • Certain Covenants and Acknowledgments 8 (a) Transfer Restrictions ..................................... 8 (b)

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its respective Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Tranche A Term Loans, Tranche B Term Loans, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Original Closing Date, on the First Restatement Date, on the Second Restatement Date, on the Second Amendment and Restatement Joinder Date, on the Third Restatement Date or as of the date of funding of such New Term Loans and/or Revolving Loans.

  • 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.

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

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