Common use of Purchaser Acknowledgement Clause in Contracts

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 for Underlying Shares are made in the sole discretion of the Purchaser in accordance with the terms of the Shares and Warrant and the Company hereby expressly disclaims any obligation to provide to the Purchaser any additional representations, warranties or information. Purchaser understands that the issuance of the Shares and Warrants to the Purchaser (and the issuance of the related Underlying Shares) has not been registered under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Placement Consultant is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares and Warrants, and no person is authorized to provide any representation which is inconsistent or in addition to those in the Disclosure Package or the SEC Reports. The Purchaser acknowledges that it has not received or relied on any such representations.

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 StatementCompany; and (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 for Underlying Shares are made in the sole discretion of the Purchaser in accordance with the terms of the Shares and Warrant and the Company hereby expressly disclaims any obligation to provide to the Purchaser any additional representations, warranties or information. Purchaser understands that the issuance of the Shares and Warrants to the Purchaser (and the issuance of the related Underlying Shares) has not been registered under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s 's investment intent as expressed herein. The Placement Consultant is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares and Warrants, and no person is authorized to provide any representation which is inconsistent or in addition to those in the Disclosure Package or the SEC Reports. The Purchaser acknowledges that it has not received or relied on any such representations.

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 StatementCompany; and (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 for Underlying Shares are made in the sole discretion of the Purchaser in accordance with the terms of the Shares and Warrant and the Company hereby expressly disclaims any obligation to provide to the Purchaser any additional representations, warranties or information. Purchaser understands that the issuance of the Shares and Warrants to the Purchaser (and the issuance of the related Underlying Shares) has not been registered under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Placement Consultant is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares and Warrants, and no person is authorized to provide any representation which is inconsistent or in addition to those in the Disclosure Package or the SEC Reports. The Purchaser acknowledges that it has not received or relied on any such representations.

Purchaser Acknowledgement. The Purchaser, for itself only, represents and warrants to, and covenants with, the Company that: (a) the Purchaser understands acknowledges and agrees that the Shares representations and warranties expressly set forth in (i) Article II, Article III and Article IV and (ii) any Closing Certificate constitute the sole and exclusive representations and warranties of Sellers, Holdings 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 onlyCompany to Purchaser, 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 hasapplicable, in connection with or relating to Holdings or any of its decision to purchase subsidiaries, this Agreement, any Ancillary Document or the number Transactions, and no other representations or warranties, oral or written, have been given by or on behalf of Shares and Warrants set forth on any of the Subscription PagesSellers, relied only upon Holdings or any other Holdings Affiliate. Except for the representations and warranties of the Company contained herein and the information expressly set forth in the Disclosure PackageArticle II, including the SEC Reports; Article III and Article IV or in any Closing Certificate or Ancillary Document, Purchaser (x) acknowledges that it is acquiring Holdings and its subsidiaries on an “as is” condition and on a “where is” basis and (fy) the Company’s representations and warranties set forth in this Agreement are made only as of the date of this Agreement and the Closing Datedisclaims reliance on, and Purchaser’s subsequent decision to convert the Shares into Underlying Shares or to exercise the Warrant for Underlying Shares are made in the sole discretion of the Purchaser in accordance with the terms of the Shares confirms and Warrant and the Company hereby expressly disclaims any obligation to provide to the Purchaser any additional representations, warranties or information. Purchaser understands that the issuance of the Shares and Warrants to the Purchaser (and the issuance of the related Underlying Shares) has not been registered under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Placement Consultant is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares and Warrants, and no person is authorized to provide any representation which is inconsistent or in addition to those in the Disclosure Package or the SEC Reports. The Purchaser acknowledges that it has not received or relied on and should not rely on and will not rely on, any other representations or warranties, either express or implied, at law or in equity, including representations of merchantability, suitability or fitness for any particular purpose, or other statements, whether written or oral, made by or on behalf of any person (including any Seller, Holdings, the Company, any other Holdings Affiliate or any Representative of Holdings) in respect of Holdings’ or any of its subsidiaries’ business, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to the accuracy or completeness of any confidential information memoranda, documents, projections or other prediction or forward-looking statements, material, or other information (financial or otherwise) regarding Holdings or any of the its subsidiaries furnished to Purchaser or any of its Representatives in any “data rooms”, “virtual data rooms”, management presentations, or in any other form or in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever or on any person providing or not providing any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties in Article II, Article III and Article IV or any Closing Certificate. (b) Purchaser represents that it is a sophisticated party and is knowledgeable about the business engaged in by Holdings and its subsidiaries and of the usual and customary practices of companies engaged in businesses similar to such representationsbusiness. Purchaser acknowledges and agrees that any financial forecasts, projections or other forward looking information relating to Holdings or any of its subsidiaries prepared by or on behalf of Holdings any Seller have been provided to Purchaser with the understanding and agreement that none of the Sellers, Holdings or any other Holdings Affiliate is making any representation or warranty with respect to such forecasts except as may be expressly set forth in (i) Article II, Article III and Article IV and (ii) any Closing Certificate, projections or any other forward looking information and that actual future results may vary from such forecasts, projections or forward-looking 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 StatementCompany; and (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 for Underlying Shares are made in the sole discretion of the Purchaser in accordance with the terms of the Shares and Warrant and the Company hereby expressly disclaims any obligation to provide to the Purchaser any additional representations, warranties or information. Purchaser understands that the issuance of the Shares and Warrants to the Purchaser (and the issuance of the related Underlying Shares) has not been registered under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Placement Consultant is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares and Warrants, and no person is authorized to provide any representation which is inconsistent or in addition to those in the Disclosure Package or the SEC Reports. The Purchaser acknowledges that it has not received or relied on any such representations.