PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges that: -
7.1 the Seller shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid;
7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986;
7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and
7.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986.
7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that –
7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach);
7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association;
7.3.3 the Administrator and the Operator grant their consent...
PURCHASER’S ACKNOWLEDGMENTS. 14.1 The PURCHASER acknowledges that he is aware of the intended future development of the RESORT by the DEVELOPER, which development will consist of upmarket residential dwellings, golf course(s), hotels, commercial properties, private and publicly accessible recreational areas, water body and sports club. It is intended for the development to be aesthetically pleasing and to have a harmonious style which blends with the environment. The PURCHASER hereby undertakes that he will, at all times, co-operate with the DEVELOPER in an endeavour to facilitate the success of the said development. Also in this respect, the PURCHASER undertakes that he shall not unreasonably interfere with any such proposed development nor lodge an objection with any competent authority in respect of any such development. In particular, but without derogating from the generality of the foregoing, the PURCHASER agrees that he will not object to any application made by or on behalf of the DEVELOPER, its nominee or agent for special usage consent, licences for shopping, commercial, filling station rights, rezoning, removal of conditions of title under the Removal of Restrictive Conditions Act or by way of an application to Court or to any local or other competent authority in respect of any property within the RESORT. Again in no way detracting from the generality of the aforesaid, the PURCHASER specifically acknowledges that owners of land surrounding the PROPERTY will be erecting buildings and other structures on surrounding land which may block or otherwise interfere with the views from the PROPERTY. The PURCHASER agrees he shall have no right to object to the construction of any building or other structure on any land within the RESORT on the basis that such building or other structure blocks or otherwise interferes with the views from the PROPERTY, nor will he have any claim for any alleged diminution in value of the PROPERTY arising out of any interference with the views from the PROPERTY by reason of the construction of any such building or structure.
14.2 The PURCHASER acknowledgesthat:
14.2.1 for reasons of security on the RESORT and due to the nature of the proposed development of the RESORT and thevarious matters about which any proposed purchaser should become aware when buying into the RESORT, if the PURCHASER wishes to dispose of the PROPERTY or any share therein or any subdivision thereof, or any UNIT in any SCHEME developed on the PROPERTY, he shall, to the extent that ...
PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or a...
PURCHASER’S ACKNOWLEDGMENTS. 5.1 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 Company (which acknowledgements and agreements shall survive the Closing) that:
(a) This subscription forms part of the Offering.
(b) The Units are subject to resale restrictions under applicable Securities Laws (defined below) and the Purchaser covenants that it will not resell the Units (or any securities underlying the Units or that may be issued in connection with the Units), except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. For purposes of this Agreement, “Securities Laws” means the Securities Act (British Columbia) (the “B.C. Act”), the 1933 Act, and the rules and regulations promulgated thereunder and all orders, rulings, published policy statements, notices, interpretation notes, directions and instruments thereunder and, if the Purchaser is not resident in British Columbia, also means the Other Applicable Securities Laws.
PURCHASER’S ACKNOWLEDGMENTS. (Buyer initial) Xxxxx has received the pamphlet Protect Your Family from Lead in Your Home. Buyer has (check one below): Waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards; or
PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges that the Purchaser:
(i) has read this Agreement; (ii) 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; (iii) understands the terms and consequences of this Agreement;
(iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Xxxxxxxxx PLLC, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Purchaser.
PURCHASER’S ACKNOWLEDGMENTS. 9.1 The Purchaser acknowledges that:
9.1.1 the Share Block is sold and purchased and voetstoots without any warranties or representations (other than those set out in clause 8), either express or implied, and with all defects, if any, latent or patent, that may exist both in respect of the Company and the Company’s assets;
9.1.2 the Purchaser accepts the use of the Share Block and the Residences, with effect from the Effective Date, in accordance with the terms of the Use Agreement, the Rules and the MOI on a voetstoots basis;
9.1.3 the Purchaser has seen, understood, accepted and agreed to be bound by and will duly observe the contents and provisions of;
9.1.3.1 the MOI of the Company;
9.1.3.2 the Use Agreement; and
PURCHASER’S ACKNOWLEDGMENTS. 4.1 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 Corporation (which acknowledgements and agreements shall survive the Closing) as follows:
(a) This subscription forms part of the Offering.
(b) The Securities are subject to resale restrictions under applicable securities laws and the Purchaser covenants that it will not resell the Securities except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and the Corporation is not in any way responsible) for such compliance. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard.
(c) The Units are being offered for sale only on a “private placement” basis.
(d) In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Corporation and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Corporation or any other person associated therewith, the decision to purchase the Units was made on the basis of publicly available information.
PURCHASER’S ACKNOWLEDGMENTS. 7.1 The Purchaser acknowledges that: -
7.1.1 the Seller shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid;
7.1.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986;
7.1.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme; and
7.1.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986.
7.1.3 the Purchaser will be bound in relation to the occupancy of the Property, and in relation to the use of the common property, by the Conduct Rules applicable to the Scheme. The Purchaser acknowledges that he has perused the said Conduct Rules and has fully acquainted himself with the contents thereof.
7.1.4 the Purchaser will be bound by the Ecosystem Management Plan as defined in clause 1.16 above in relation to the use of the Conservation Servitude.
7.1.5 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules as required by Act 9/2011, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nomin...
PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges and agrees that:
(a) except as expressly set out in the Transaction Documents, neither the Vendor nor any person acting on behalf of or associated with the Vendor has made any representation, given any advice or given any warranty or undertaking, promise or forecast of any kind in relation to the Assets, the Business, the New Zealand Business or the Transaction Documents;
(b) without limiting paragraph (a), and except for the statements made in schedule 5, no representation, no advice, no warranty, no undertaking, no promise and no forecast is given in relation to:
(i) any economic, fiscal or other interpretations or evaluations by the Vendor or any person acting on behalf of or associated with the Vendor or any other person;
(ii) future matters, including future or forecast costs, prices, revenues or profits; or
(iii) the regulation of the adhesives and resins industry (including any act or omission by any Governmental Agency);
(c) without limiting paragraphs (a) or (b), and except for the statements made in schedule 5, no statement or representation:
(i) has induced or influenced the Purchaser to enter into this Agreement or agree to any or all of its terms;
(ii) has been relied on in any way as being accurate by the Purchaser;
(iii) has been warranted to the Purchaser as being true; or
(iv) has been taken into account by the Purchaser as being important to the Purchaser’s decision to enter into this Agreement or agree to any or all of its terms; and
(d) it has competently and diligently carried out all relevant investigations and has examined and acquainted itself concerning:
(i) the contents, correctness and sufficiency of the Disclosure Material;
(ii) all information which is relevant to the risks, contingencies and other circumstances which could affect its decision to enter into each Transaction Document; and
(iii) all amounts payable between the parties in relation to each Transaction Document.
