Purchaser Acknowledgements. The Purchaser acknowledges that the Shares have not been registered under the Securities Act or under any state or foreign securities laws. The Purchaser (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Shares to any person in violation of applicable securities laws, (ii) will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision, (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act) and (v) (A) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Shares, (B) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and, in connection therewith, obtained information necessary to verify any information furnished to it or to which it had access (it being agreed and understood that this Clause (v) does not affect the Company’s representations and warranties contained in Section 3) and (C) can bear the economic risk of (x) an investment in the Shares indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Shares and to protect its own interest in connection with such investment. The Purchaser understands that there is no assurance that any exemption from registration under the Securities Act will be available to transfer the Shares and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Purchaser might propose.
Purchaser Acknowledgements. In connection with the purchase and sale of the Securities, each Purchaser understands and acknowledges to the Company that:
(i) the offering and sale of the Securities has not been reviewed or approved by the Trading Market or the Commission by reason of the parties’ intention that the offering be exempt from registration under the Securities Act by virtue of the provisions of Section 4(a)(2) of the Securities Act;
(ii) the Company did not offer the Securities to such Purchaser by way of general solicitation or general advertising;
(iii) the issuance of the Securities has not been qualified under any state securities laws in reliance upon exemptions therefrom;
(iv) the Securities have not been registered under the Securities Act and must be held indefinitely until they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; and
(v) the certificate representing the Shares shall bear a legend in substantially the following form (a “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR ANY OTHER EXEMPTION AVAILABLE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO ARQULE, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.” The Company acknowledges and agrees that in the event that the Restrictive Legend has ceased to be applicable to the Shares held by such Purchaser, the Company shall provide such Purchaser, at his, her or its written request, new certificates for such Shares not bearing the legend with respect to which the restriction has ceased and terminated. The Company further acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any...
Purchaser Acknowledgements. Purchaser specifically acknowledges that, except for Sellers’ representations set forth in this Agreement, the Schedules attached hereto and the other Seller Documents, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from any Seller, Matrix, or any director, officer, partner, employee, representative, broker or other agents of either of them, as to any matters concerning the Locations, the Assets and/or the business conducted therewith, including: (a) the condition or safety of the Assets or Real Properties or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and geology, lot size, or suitability of the Real Properties or its improvements for a particular purpose; (b) whether the appliances, if any, plumbing or utilities are in working order; (c) the habitability or suitability for occupancy of any structure and the quality of its construction; (d) the fitness or condition of any personal property; (e) whether the fixtures or improvements, including the Fuel Equipment, are structurally sound, in good condition, or in compliance with applicable Laws; (f) the profits or losses relating to operations at the Locations; (g) the legal or tax consequences of this Agreement or the transactions contemplated hereby; (h) the environmental condition of the Real Properties, including but not limited to the possible presence of petroleum products and/or hazardous substances in, under or near the Real Properties; and (i) the completeness or accuracy of any information provided to Purchaser by Sellers or their agents. Purchaser understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Sellers’ willingness to enter into this Agreement.
Purchaser Acknowledgements. 3.1 The Purchaser acknowledges that prior to entering into this Agreement, it has caused a proper and satisfactory inspection of and due diligence in respect of the Land and matters and documents relating to it.
3.2 The Purchaser agrees the Land is sold on an “as is where is” basis, subject to all contamination (including Site Contamination), faults and defects whether or not they are apparent. Subject to clause 13 of the General Conditions, the Purchaser accepts any liabilities, obligations, requisitions, directions, recommendations and notices issued after Settlement regarding the Land however arising including by operation of law and the Purchaser indemnifies the Vendor against any costs, expenses or liabilities incurred by the Vendor in respect of the above (unless this Agreement is terminated without default by the Purchaser).
3.3 The Purchaser has satisfied itself in all respects of the following:
3.3.1 the Environmental Condition of the Land including any environment hazard, contamination or Site Contamination;
3.3.2 that the Land inspected by the Purchaser is identical to the Land;
3.3.3 whether or not the boundaries, description or area of the Land are correctly described in this Agreement;
3.3.4 as to encumbrances affecting the Land;
3.3.5 about the condition, state of repair, suitability, quality sufficiency, viability, profitability or potential of the Land for any purpose or use;
3.3.6 as to the value of the Land from its own independent valuations and reports;
3.3.7 as to the neighbourhood in which the Land is situated;
3.3.8 about the presence of any sewer, manhole or vent on or under the Land or any surface stormwater pipe or drain that passes through, over or under the Land;
3.3.9 about whether any rainfall downpipe is connected to the sewer;
3.3.10 of any wires, equipment or connections of any Authority responsible for the provision of electricity, gas, telephone, refuse or garbage collection or any other service passing through or situated on the Land;
3.3.11 about any latent or patent defect in the Land;
3.3.12 as to the zoning and planning restrictions (including all planning approvals, permits and consents) on or in respect of the Land and the use to which the Land may be put and the development potential of the Land;
3.3.13 whether or not any permissions, consents and approvals required from a relevant Authority for the construction or use of any part of the improvements on the Land has been obtained, or having been obtained have bee...
Purchaser Acknowledgements. The Purchaser acknowledges and agrees that:
(a) It has inspected the Equipment (at its own risk) and has satisfied itself as to its condition.
(b) It will purchase the Equipment on an “as is, where is, with all faults” basis.
(c) No warranty, guarantee or representation is given by the Vendor or its Agent as to the condition of the Equipment or to any matter that may affect its future use.
(d) It is the Purchaser’s responsibility, prior to commissioning or otherwise using the Equipment to: (i) carry out a risk assessment on the Equipment to identify safety hazards and then take appropriate remedial action; and (ii) take steps to ensure that the Equipment meets relevant certification requirements and Australian standards.
(e) The Vendor and its Agent will not be liable to the Purchaser or any other person for any losses, liabilities, damage, claims or costs arising out of or in connection with the Purchaser’s failure to comply clause 1(d).
(f) While every effort has been made to ensure the accuracy of the descriptions of the Equipment, the Vendor and its Agent cannot warrant they are correct. The Equipment is not sold or deemed to be sold by brochure or advertisement descriptions (including descriptions set out on the Agent’s website, xxxxxxxxxxx.xxx).
Purchaser Acknowledgements. The Purchaser acknowledges that the Subject Shares are being offered for sale by the Selling Shareholder and not Company, its wholly-owned bank subsidiary Bank of Sun Prairie (the “Bank”), or any of their officers, employees or directors and that neither the Company nor the Bank is making any representations or warranties with respect to the Subject Shares. Further, the Company can make no assurances that the Selling Shareholder will confirm the transaction on the terms set forth on this Offer Acceptance Form.
Purchaser Acknowledgements. If a Purchaser is a consumer under the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)) (“Australian Consumer Law”), the Purchaser has certain non-excludable rights, including that goods are of an acceptable quality. Nothing in this Contract excludes or restricts any rights a Purchaser has under the Australian Consumer Law. Subject to this, the Purchaser acknowledges and agrees that:
a. It has inspected, or has been given a reasonable opportunity to inspect, the Equipment (at its own risk) and has satisfied itself as to its condition.
b. It will purchase the Equipment on an “as is, where is, with all faults” basis.
c. No warranty, guarantee or representation is given by the Vendor or its Agent as to the condition of the Equipment or to any matter that may affect its future use.
d. It is the Purchaser’s responsibility, prior to commissioning or otherwise using the Equipment to:
i. carry out a risk assessment on the Equipment to identify safety hazards and then take appropriate remedial action; and
ii. take steps to ensure that the Equipment meets relevant certification requirements and Australian standards.
e. The Vendor and its Agent will not be liable to the Purchaser or any other person for any losses, liabilities, damage, claims or costs arising out of or in connection with the Purchaser’s failure to comply clause 1(d).
f. While every effort has been made to ensure the accuracy of the descriptions of the Equipment, the Vendor and its Agent cannot warrant they are correct. The Equipment is not sold or deemed to be sold by brochure or advertisement descriptions (including descriptions set out on the Agent’s website, xxx.xxxxxxxxxxxxxx.xxx.xx)
Purchaser Acknowledgements. The purchaser acknowledges that they are purchasing the property:
(a) In its present condition and state of repair;
(b) Subject to all defects latent and patent;
(c) Subject to any infestations and dilapidation;
(d) Subject to all existing water, sewerage, drainage and plumbing services and connections in respect of the property; and
(e) Subject to any non-compliance, that is disclosed herein, with the Local Government Act or any Ordinance under that Act in respect of any building on the land. The purchaser agrees not to seek, terminate rescind or make any objection requisition or claim for compensation arising out of any of the matters covered by this clause.
Purchaser Acknowledgements. 19.1 the Purchaser acknowledges that (a) the Purchaser acknowledges that neither Eaton nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in these Terms; and (b) the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption.
Purchaser Acknowledgements. Purchaser has carefully reviewed, acknowledges, understands and assumes the following information and risks, as well as all other risks associated with the Security Tokens (including those not discussed herein), all of which could render the Security Tokens worthless or of little value:
