Purchaser Acknowledgement. Purchaser acknowledges that the Vaccine and materials related to the Vaccine, and their components and constituent materials are being rapidly developed due to the emergency circumstances of the COVID-19 pandemic and will continue to be studied after provision of the Vaccine to Purchaser under this Agreement. Purchaser further acknowledges that the long-term effects and efficacy of the Vaccine are not currently known and that there may be adverse effects of the Vaccine that are not currently known. Further, to the extent applicable, Purchaser acknowledges that the Product shall not be serialized.
Purchaser Acknowledgement. Purchaser acknowledges that this Contract affords Purchaser the opportunity for investigations, examinations and inspections of the Property and all Property Information.
Purchaser Acknowledgement. The Purchaser, for itself only, represents and warrants to, and covenants with, the Company that: (a) the Purchaser understands that the Shares and the Warrants (and the related Underlying Shares) are “restricted securities” and have not been registered under the Securities Act or under applicable state securities or blue sky laws and Purchaser is acquiring the number of Shares and Warrants set forth on the Subscription Pages in the ordinary course of its business and for its own account for investment only, and not with a view to, or for sale in connection with, any distribution thereof, nor with the intention of distributing or reselling same; provided, however, that by making the foregoing representation, the Purchaser does not agree to hold any of the securities for any minimum or other specific term, and reserves the right to dispose of the securities at any time in accordance with or pursuant to a Registration Statement or an exemption under the Securities Act; (b) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants (or the related Underlying Shares) except in compliance with the Securities Act and other applicable securities laws and the respective rules and regulations promulgated thereunder; (c) the Purchaser has answered all questions on the Subscription Pages and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and the related information may be relied upon by the Company for inclusion in the Registration Statement; (d) the Purchaser will notify the Company immediately of any change in any of such information until such time as the Purchaser has sold all of its Underlying Shares or until the Company is no longer required to keep the Registration Statement effective; (e) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth on the Subscription Pages, relied only upon the representations and warranties of the Company contained herein and the information set forth in the Disclosure Package, including the SEC Reports; and (f) the Company’s representations and warranties set forth in this Agreement are made only as of the date of this Agreement and the Closing Date, and Purchaser’s subsequent decision to convert the Shares into Underlying Shares or to exercise the Warrant fo...
Purchaser Acknowledgement. The Purchaser acknowledges that Tasmanian Irrigation has relied on clauses 11.1 and 11.2 in entering this agreement.
Purchaser Acknowledgement. As an inducement to the Company to issue Purchaser Stock to Purchaser, and as a condition thereto, Purchaser acknowledges and agrees that:
(i) neither the issuance of the Purchaser Stock to Purchaser nor any provision contained herein shall entitle Purchaser to remain an employee or consultant of the Company or affect the right of the Company to terminate Purchaser’s employment or consulting relationship at any time for any reason; and
(ii) the Company shall have no duty or obligation (other than those duties and obligations to all stockholders as required under applicable law) to disclose to Purchaser, and Purchaser shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the repurchase of Purchaser Stock upon the termination of Purchaser’s employment or consulting relationship with the Company or as otherwise provided hereunder.
Purchaser Acknowledgement. The Purchaser acknowledges that, in entering this Agreement, it has not been guaranteed, warranted or otherwise assured by or on behalf of the Seller:
(1) That vacant possession of the Land will be provided at Completion;
(2) As to the condition, state of repair or suitability for any use of the Land;
(3) That the Land presently is being used in accordance with approvals (if any) granted by the Commonwealth, State or Local Governments, or by any semi-Government authority;
(4) That the improvements (if any) on Land have been constructed in accordance with all applicable legislative requirements of the State or Local Governments.
Purchaser Acknowledgement. Each Purchaser has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus, dated December 20, 2006, which is a part of the Company’s Registration Statement, including all documents and information incorporated by reference therein and amendments thereto and the Prospectus Supplement (collectively, the “Disclosure Package”), prior to or in connection with the receipt of this Agreement. Each Purchaser understands that no Person has been authorized to give any information or to make any representations that were not contained in the Disclosure Package, and such Purchaser has not relied on any such other information or representations in making a decision to purchase the Shares or the Warrants. Specifically, each Purchaser represents that it has reviewed the Prospectus Supplement, dated September 24, 2007.
Purchaser Acknowledgement. As of the expiration of the Condition Date Purchaser acknowledges that it has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Purchaser's choosing and that Purchaser is acquiring the Property based upon Purchaser's own investigation and inspection thereof, but subject to its reliance on the representations and warranties of the Vendor contained in this Agreement.
Purchaser Acknowledgement. Purchaser acknowledges, on behalf of itself and each Purchaser Indemnified Party, that (i) it has had the opportunity to review all the documents contained in the data room located at xxxxx://xxx.xxxxxxxxxx.xxx/ (the “Data Room”) and to ask questions of and receive answer from Seller, the Company and their Affiliates concerning the terms and conditions of this Agreement and to obtain additional information relating to the Assets and the Business as they have deemed necessary, (ii) it has conducted its own due diligence review as deemed necessary by it to enter into this Agreement and (iii) it is entering into the transactions contemplated by this Agreement based on such investigation. Purchaser further acknowledges and agrees that, notwithstanding anything contained in this Agreement, the Seller Disclosure Schedule or the Company Disclosure Schedule, neither Seller, the Company nor any of their Affiliates makes or has made any representation or warranty whatsoever, whether written or oral, express or implied, other than those representations and warranties expressly set forth in Article IV and Article III, or in the Transaction Agreements, and Purchaser is not relying on any other statement, representation or warranty, whether written or oral, express or implied, made by Seller or the Company or any of their respective officers, directors, employees, Affiliates, agents or advisors, nor upon the accuracy of any cost estimates, record, projection, predictions or similar statement made available or given to Purchaser in the performance of such investigation, except for those representations and warranties expressly set forth in Article III and Article IV, or in the Transaction Agreements, which cost estimates, record, projection, predictions or similar statements shall not be deemed to be representations and warranties of Seller, the Company or any of their respective Affiliates.
Purchaser Acknowledgement. (a) The Purchaser acknowledges and agrees that the Warranties are the only warranties given by the Vendors in relation to the transactions contemplated by this Agreement. The Purchaser acknowledges that it has not relied in relation to the purchase of the Shares on information contained in the Information Memorandum.
(b) The Purchaser further acknowledges and agrees that the only remedy available to it in respect of a breach of any provision of the Warranties shall be for damages for breach of contract based on the depletion or diminution in the value of the Shares (if any) arising from such breach. The Purchaser shall have no right to rescind this Agreement.
