Purchaser’s Acknowledgements Sample Clauses
The Purchaser’s Acknowledgements clause serves to confirm that the buyer has reviewed, understood, and accepts certain facts or conditions related to the transaction. Typically, this clause may require the purchaser to acknowledge receipt of key documents, awareness of property conditions, or understanding of legal obligations. By obtaining these acknowledgements, the clause helps prevent future disputes by ensuring the purchaser cannot later claim ignorance of important information or terms.
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 (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. The Purchaser acknowledges and agrees that as the sale of the Shares hereunder will not be qualified by a prospectus, and such sale is subject to the condition that the Purchaser sign and return to the Corporation all relevant documentation required by applicable securities laws and the rules, regulations and policies of the Exchange. The Purchaser acknowledges and agrees that the Corporation may be required to provide to applicable securities regulatory authorities or the Exchange the identities of all persons, if any, having a greater than a 10% beneficial interest in the Purchaser. In addition, to ensure compliance with applicable securities laws, the Purchaser acknowledges that the certificate representing the Shares shall bear the following legends: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE ‘GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS OF STOCK EXCHANGES IN CANADA.” “WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE].” provided, however, that such legend may be removed if the Shares are being sold in compliance with Rule 904 of Regulation S at a time when the Purchaser is not an “affiliate” (as defined under the ▇▇▇▇...
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 (▇▇▇▇▇), (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 ▇▇▇▇▇ and 122 medium density housing units to be developed on 8 medium density ▇▇▇▇▇, 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 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. Each 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. Each Purchaser acknowledges that:
(a) BlackBerry is required to file a report of trade with all applicable securities regulators containing personal information about each Purchaser. This report of trade will include the full name, residential address and telephone number of each 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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ 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 (“SEDAR”). By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 13(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) the Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws;
(c) the certificates representing the Debentures and the Underlying Common Shares (or alternatively the ownership statement or written notice provided to the Purchaser if the Debentures and the Underlying Common Shares are issued under a direct registration system or other electronic book-entry system) will bear the restrictive legends as set forth in the Indenture;
(d) the Debentures and the Underlying Common Shares have not been and will not be registered under U.S. Securities Act, and may not be offered or sold in the United States or to U.S. persons unless registered under the U.S...
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.