PURCHASER’S ACKNOWLEDGMENTS Sample Clauses
PURCHASER’S ACKNOWLEDGMENTS. 19.1 The Purchaser acknowledges that he is aware of the intended future development of Xxxxxx by the Developer. Such development may involve the establishment of resorts, business and commercial premises, education facilities, multiple unit developments and high - quality residential units on various portions of Xxxxxx so designed as to facilitate an aesthetic and harmonious style blending 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 development within Xxxxxx. 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. The Purchaser agrees he will not object to any application made by or on behalf of the Developer, its nominee or agent for:
19.1.1 any rezoning or change of use or additional use in respect of any property within Xxxxxx, whether in accordance with the Xxxxxx Master Plan or Xxxxxx Estate Layout Plan or otherwise;
19.1.2 special consent usages within Xxxxxx;
19.1.3 the amendment or partial amendment of any general plan in respect of the property within Xxxxxx, whether in accordance with the Xxxxxx Master Plan or Xxxxxx Estate Layout Plan or otherwise;
19.1.4 removal of restrictive conditions of title within Xxxxxx;
19.1.5 subdivisional/consolidation applications, whether in accordance with the Xxxxxx Master Plan or Xxxxxx Estate Layout Plan or otherwise;
19.1.6 the closing of roads within Xxxxxx; and
19.1.7 the incorporation of any additional land which the Developer may determine be incorporated within Xxxxxx.
19.2 The Purchaser hereby authorises the Developer to motivate and obtain approval of any amendments at any time (before or after Date of Transfer) to the Environmental Management Restrictions as the Developer in its sole discretion requires and insofar as is necessary the Purchaser hereby irrevocably appoints the Developer as his attorney and agent in rem suam to sign any documents as may be necessary to obtain such amendments.
19.3 The Purchaser specifically acknowledges that owners of properties surrounding the Property will be erecting buildings and other structures on the surrounding properties 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 struc...
PURCHASER’S ACKNOWLEDGMENTS. 17.1 The Purchaser acknowledges that he is aware of the intended future development on the Estate by the Seller. Such development is intended to involve the establishment of high quality residential units on various portions of the Estate so designed as to facilitate an aesthetic and harmonious style blending with the environment. The Purchaser hereby undertakes that he will, at all times, co-operate with the Seller in an endeavour to facilitate the success of the developments within the Estate. 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. The Purchaser agrees he will not object to any application made by or on behalf of the Seller, its nominee or agent for:
17.1.1 any rezoning or change of use or additional use in respect of any property within the Estate, whether in accordance with the Layout Plan or otherwise;
17.1.2 special consent usages;
17.1.3 the amendment or partial amendment of any general plan in respect of the property within the Estate, whether in accordance with the Layout Plan or otherwise;
17.1.4 removal of restrictive conditions of title;
17.1.5 subdivisional/consolidation applications, whether in accordance with the Layout Plan or otherwise;
17.1.6 the closing of roads within the Estate; and
17.1.7 the incorporation of any additional land which the Seller may determine be incorporated within the development.
17.2 The Purchaser hereby authorises the Seller to motivate and obtain approval of any amendments at any time (before or after Date of Transfer) to the EMP as the Seller in its sole discretion requires and insofar as is necessary the Purchaser hereby irrevocably appoints the Seller as his attorney and agent in rem suam to sign any documents as may be necessary to obtain such amendments.
17.3 The Purchaser specifically acknowledges that owners of land surrounding the Property will be erecting buildings and other structures on the 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 the land 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 diminishment in the value of the Property arising out of any interference with th...
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. 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. Purchaser acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of 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 Xxxxxx, Xxxx & Xxxxxxxx LLP is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for Purchaser.
PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company, the Agents and the U.S. Affiliate (which acknowledgements and agreements shall survive the Closing) that:
(a) The Shares are subject to resale restrictions under Applicable Securities Laws and the Purchaser covenants that it will not resell the Shares except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and none of the Company, the Agents, the U.S. Affiliate or their respective legal counsel are in any way responsible) for such compliance. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard.
(b) The Shares are being offered for sale only on a “private placement” basis.
(c) In purchasing the Shares, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, except as set forth in Section 7 hereto. The Purchaser’s decision to purchase the Shares was made on the basis of publicly available information. The Agents and the U.S. Affiliate have not independently investigated or verified such publicly available information, and the Purchaser agrees that the Agents and the U.S. Affiliate assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Company required to be disclosed by the Company has been generally disclosed.
(d) The offer of the Shares does not constitute a recommendation to purchase the Shares or financial product advice and the Purchaser acknowledges that none of the Agents, the U.S. Affiliate or the Company has had regard to the Purchaser’s particular objectives, financial situation and needs.
(e) The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser in connection with the Offering, are made by the Purchaser with the intent that they may be relied upon by the Company, the Agents, the U.S. Affiliate and their respective professional advisors in determining the Purchaser’s eligibility to purchase the Shares. The Purchaser further agrees that by accepting the Shares the Purchaser shall be representing and warranting that the foregoing repres...
PURCHASER’S ACKNOWLEDGMENTS. (a) 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, Purchaser has conducted its own independent review, analysis and investigations of the Business, the Acquired Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents, as it deems necessary and appropriate in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby.
(b) Purchaser acknowledges and agrees that:
(i) except for the representations and warranties expressly set forth in Article IV, Purchaser has not relied on any representation or warranty from Sellers or any Affiliate of any such Person or any employee, officer, director, accountant, financial, legal or other representative of Sellers, in determining whether to enter into this Agreement and none of Sellers or any other Person (including any officer, director, member or partner of any Seller or its Affiliates) shall have or be subject to any liability to Purchaser, or any other Person, resulting from Purchaser’s use of any information, documents or materials made available to Purchaser in any “data rooms”, management presentations, due diligence or in any other form in expectation of the transactions contemplated by this Agreement or the other Transaction Documents;
(ii) except for the representations and warranties expressly set forth in Article IV, none of Sellers or any employee, officer, director, accountant, financial, legal or other representative of Sellers, has made or will be deemed to have made any representation or warranty, statutory, express or implied, written or oral, at Law or in equity, as to the Business (or the value or future thereof, including with respect to pro forma financial information, financial projections or other forward-looking statements of Sellers), the Acquired Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Acquired Assets, the Assumed Liabilities or any Affiliate of any such Person or the accuracy or completeness of any information regarding any of the foregoing that Sellers or any other Person furnished or...