Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that:
(a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares;
(b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable:
(i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages;
(ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws;
(iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and
(iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each...
Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that:
15.1 no warranty as to the state and condition of the Property, or as to its suitability for any use or as to the compliance with any statute or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on the Settlement Date;
15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so;
15.3 the Purchaser has made its own enquiries in relation to the use of the Property and as to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation;
15.4 the Purchaser buys the Property subject to any easements, rights, exceptions and reservations referred to in either this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property;
15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the Property, and the Purchaser will not make any claim or demand against the Vendor on account of their condition, suitability or fitness; Draft Copy
15.6 the Purchaser having made its own enquiries is aware of the Property’s surroundings and any traffic, noise or other environmental matters associated with the Property and the Purchaser will take the Property as is on the Settlement Date;
15.7 the Purchaser is deemed to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and
15.8 the Purchaser must not lodge any caveat or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser t...
Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder) with the Issuer, the U.S. Affiliates and the Agents (which acknowledgements and agreements shall survive the Closing) that:
Purchaser’s Acknowledgements. Purchaser acknowledges that (a) Purchaser has examined the Property,
Purchaser’s Acknowledgements. Purchaser acknowledges that (a) Purchaser has examined the Property, (b) Purchaser has the opportunity to obtain additional inspections, (c) Seller has not made any representations concerning the Property upon which Purchaser has relied, except as specifically set forth in this Agreement, (d) Purchaser is not relying upon any facts set forth in any brokerage information sheet or information provided by Northwest Ohio Regional Information System (XXXXX), (e) unpaid water and sewer bills may become a future lien against the Property, and (f) Seller's representations contained in Paragraphs 15 and 20 are based on Seller's actual knowledge and do not constitute a warranty concerning the condition of the Property.
Purchaser’s Acknowledgements. 1.1 The purchaser hereby acknowledges that the development consists of:
1.1.1 a secure residential estate with a perimeter fence and controlled access gates;
1.1.2 316 residential units, comprising 179 free-standing xxxxx and 122 medium density housing units to be developed on 8 medium density xxxxx, all of which shall be built in accordance with the architectural theme referred to in clause 17 below;
1.1.3 a boutique hotel consisting of 40 beds (15 units), restaurant,
1.1.4 clubhouse, community centre and recreation facilities;
1.1.5 Homeowners' Association offices and a maintenance area;
Purchaser’s Acknowledgements. The Purchasers’ covenant to execute and deliver all documentation as may be required to be executed and delivered by them pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge that: (a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchasers. This report of trade will include the full name, residential address and telephone number of the Purchasers, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchasers may contact the Inquiries Officer at 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). By completing this Agreement, the Purchasers authorize the indirect collection of the information described in this Section 9(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR + and/or XXXXX; (b) the Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws, and it is the responsibility of such Purchaser to comply with such restrictions before selling the Debentures or the Underlying Common Shares; (c) the certificates representing the Debentures and the Underlying Common Shares will bear restrictive legends as set forth therein; (d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Ac...
Purchaser’s Acknowledgements. The purchaser acknowledges that he is aware and fully acquainted with the Dunkirk Development and the scheme and in particular that:
2.1 the property falls within the Dunkirk Estate and as such will be subject to the rules and regulations of the Estate as amended from time to time by the Homeowners Association;
2.2 the Scheme and the Estate shall be managed by a Homeowners' Association in addition to a Body Corporate and that, in addition to the purchaser being a member of the Body Corporate, the purchaser shall also be obliged to be a member of the Homeowners' Association;
2.3 the unit is sold in accordance with the sectional plan and the participation quota endorsed thereon subject to any modification or alterations which may be made thereto from time to time in accordance with the provisions of the Act or of any authority; and subject to the conditions of title that may be incorporated therein;
2.4 The precise boundaries of the section forming part of the unit hereby sold shall be as depicted upon the sectional plan as approved in terms of the Act.
2.5 if the areas of common property are found not to correspond to those set out in the agreement, the seller shall not be liable for any shortfall nor shall he be entitled to claim compensation for any surplus;
2.6 the management and conduct rules contained in the regulations to the Act shall apply subject to any changes and modifications allowed by the Act and which the seller may deem necessary provided that such rules may grant to the members of the body corporate, the sole and exclusive use of areas of the common property as envisaged in Section 27(A) of the Act;
2.7 the unit is sold subject to the Memorandum and Articles of Association of the association, with which the purchaser declares himself fully acquainted.
2.8 The purchaser acknowledges that, notwithstanding anything contained herein or elsewhere, no dwelling or other structure shall be erected on any property within the estate (including the property on which the scheme is laid out) save in accordance with building plans that have been submitted to and approved of in writing by the Association and the local or any other competent authority and no work whatsoever shall commence in this regard until such time as the relevant approvals have been obtained, Further any building or other structure erected on any property within the estate shall be constructed by a contractor approved of by the developer and supervised by a professional architect.
2.9...
Purchaser’s Acknowledgements. The purchaser acknowledges that he is aware and fully acquainted with the Dunkirk Development and the scheme and in particular that:
2.1 the property falls within the Dunkirk Estate and as such will be subject to the rules and regulations of the Estate as amended from time to time by the Homeowners Association;
2.2 the Scheme and the Estate shall be managed by a Homeowners' Association in addition to a Body Corporate and that, in addition to the purchaser being a member of the Body Corporate, the purchaser shall also be obliged to be a member of the Homeowners' Association;
2.3 the unit is sold in accordance with the sectional plan and the participation quota endorsed thereon subject to any modification or alterations which may be made thereto from time to time in accordance with the provisions of the Act or of any authority; and subject to the conditions of title that may be incorporated therein;
2.4 if the areas of common property are found not to correspond to those set out in the agreement, the seller shall not be liable for any shortfall nor shall he be entitled to claim compensation for any surplus;
2.5 the management and conduct rules contained in the regulations to the Act shall apply subject to any changes and modifications allowed by the Act and which the seller may deem necessary provided that such rules may grant to the members of the body corporate, the sole and exclusive use of areas of the common property as envisaged in Section 27(A) of the Act;
2.6 the unit is sold subject to the Memorandum and Articles of Association of the association, with which the purchaser declares himself fully acquainted.
Purchaser’s Acknowledgements. The Purchaser acknowledges that he: (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Purchaser’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; (d) is fully aware of the legal and binding effect of this Agreement; and (e) understands that the law firm of Acceleron Law Group, LLP is acting as counsel to the Corporation in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Purchaser.
