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:
(a) the sale and delivery of the Shares and Warrants to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the 1933 Act as set forth in Regulation D ("Regulation D") promulgated thereunder;
(b) the Company will be required to disclose to the Commission, and thereby though public access to Edgar filing, the identity of the beneficial purchasers ox xxx Shares;
(c) neither the Units, the Shares, the Warrants nor the shares underlying the Warrants have been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration;
(d) the Shares and Warrants shall bear the following or a substantially equivalent legend, unless same shall have been included in an effective registration statement under the 1933 Act: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED;
(e) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;
(f) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merits for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares or the Warrants;
(g) the Purchaser has access to and has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company's Form 10-KSB/A fox xxx year ended December 31, 2002 as filed with the Commission, together with all subsequently filed Forms 10-KSB, 10-QSB, 8-K, Proxy Statements, Registration Statexxxx xx Xxxx XX-0 xxx xxx xxxxxxxxxx thereto and other publicly available filing...
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, (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. 13.1 The Purchaser hereby acknowledges that the development consists of:
13.1.1 a secure residential estate with a perimeter fence and controlled access gates;
13.1.2 316 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;
13.1.3 a boutique hotel consisting of 40 beds (15 units), restaurant,
13.1.4 clubhouse, community centre and recreation facilities;
13.1.5 Homeowners' Association offices and a maintenance area;
Purchaser’s Acknowledgements. The Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to applicable securities laws in connection with the Transaction. The Purchaser acknowledges that:
(a) Teck is required to file a report of trade with all applicable securities regulators containing personal information about the Purchaser. This report of trade will include the full name, residential address and telephone number of the Purchaser, 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 Purchaser may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, 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. Teck may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Analysis and Retrieval (“SEDAR”). By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 8(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;
(b) without limiting Section 9, the Purchased Shares are subject to resale restrictions under applicable securities laws;
(c) withoutlimiting Section 9, the certificates representing the Purchased Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SE...
Purchaser’s Acknowledgements. Purchaser acknowledges that (a) Purchaser has examined the Property,
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.
