Common use of Securities Law Acknowledgements Clause in Contracts

Securities Law Acknowledgements. Each of the Sellers acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX and forming part of the public record; (e) the Sellers have each had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller (as applicable) and any proposed transferee and it is the responsibility of the Sellers to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have been advised to consult their own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they are formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: and: (i) the Buyer has advised the Sellers that the Buyer is relying on an exemption from the requirements to provide the Sellers with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Sellers; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares.

Securities Law Acknowledgements. Each of the Sellers acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX and forming part of the public record; (e) the Sellers have each had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller (as applicable) and any proposed transferee and it is the responsibility of the Sellers to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have been advised to consult their own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they are formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: and:: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (i) the Buyer has advised the Sellers that the Buyer is relying on an exemption from the requirements to provide the Sellers with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Sellers; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares.

Securities Law Acknowledgements. Each of the Sellers acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX and forming part of the public record; (e) the Sellers have each had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller (as applicable) and any proposed transferee and it is the responsibility of the Sellers to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have been advised to consult their own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they are formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105, ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS, ARE MET. and:: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (i) the Buyer has advised the Sellers that the Buyer is relying on an exemption from the requirements to provide the Sellers with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Sellers; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares. (k) Nothwithstanding Sellers’ consent to inclusion of the first of the two restrictive legends reproduced in Section , above, Sellers each hereby represent, warrant, acknowledge and agree that: (i) a subsequent trade in any of the Purchase Shares in or from any province or territory of Canada will be a distribution subject to the prospectus requirements of applicable securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing any of the Purchase Shares (or ownership statement issued under a direct registration system or other book entry system) bears the restrictive legend (the “51-105 Legend”) specified in Multilateral Instrument 51-105, Issuers Quoted In The U.S. Over-The-Counter Markets (“MI 51-105”); (ii) Sellers undertake not to trade or resell any of the Purchase Shares in or from Canada unless the trade or resale is made in accordance with MI 51-105; (iii) by executing and delivering this Agreement and as a consequence of the representations and warranties made by Sellers in this Section , Sellers direct the Buyer not to include the 51-105 Legend on any certificates representing any of the Purchase Shares to be issued to Sellers and, as a consequence, Sellers will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Purchase Shares in or from any jurisdiction of Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities laws; and (iv) if Sellers wish to trade or resell any of the Purchase Shares in or from any jurisdiction of Canada, Sellers agree and undertake to return, prior to any such trade or resale, any certificate representing any of the Purchase Shares to the Buyer’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Buyer’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.

Securities Law Acknowledgements. Each of the Sellers acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX and forming part of the public record; (e) the Sellers have each had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller (as applicable) and any proposed transferee and it is the responsibility of the Sellers to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have been advised to consult their own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they are formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: and: (i) the Buyer has advised the Sellers that the Buyer is relying on an exemption from the requirements to provide the Sellers with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Sellers; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares. (k) Nothwithstanding Sellers’ consent to inclusion of the first of the two restrictive legends reproduced in Section , above, Sellers each hereby represent, warrant, acknowledge and agree that: (i) a subsequent trade in any of the Purchase Shares in or from any province or territory of Canada will be a distribution subject to the prospectus requirements of applicable securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing any of the Purchase Shares (or ownership statement issued under a direct registration system or other book entry system) bears the restrictive legend (the “51-105 Legend”) specified in Multilateral Instrument 51-105, Issuers Quoted In The U.S. Over-The-Counter Markets (“MI 51-105”); (ii) Sellers undertake not to trade or resell any of the Purchase Shares in or from Canada unless the trade or resale is made in accordance with MI 51-105; (iii) by executing and delivering this Agreement and as a consequence of the representations and warranties made by Sellers in this Section , Sellers direct the Buyer not to include the 51-105 Legend on any certificates representing any of the Purchase Shares to be issued to Sellers and, as a consequence, Sellers will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Purchase Shares in or from any jurisdiction of Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities laws; and (iv) if Sellers wish to trade or resell any of the Purchase Shares in or from any jurisdiction of Canada, Sellers agree and undertake to return, prior to any such trade or resale, any certificate representing any of the Purchase Shares to the Buyer’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Buyer’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.

Securities Law Acknowledgements. Each of the Sellers Seller acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX and forming part of the public record; (e) the Sellers have each Seller has had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers Seller will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller (as applicable) and any proposed transferee and it is the responsibility of the Sellers Seller to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have Seller has been advised to consult their its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they are it is formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent Seller consents to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: and: (i) the Buyer has advised the Sellers Seller that the Buyer is relying on an exemption from the requirements to provide the Sellers Seller with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the SellersSeller; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares. (k) Nothwithstanding Seller’s consent to inclusion of the first of the two restrictive legends reproduced in Section , above, Seller hereby represents, warrants, acknowledges and agrees that: (i) a subsequent trade in any of the Purchase Shares in or from any province or territory of Canada will be a distribution subject to the prospectus requirements of applicable securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing any of the Purchase Shares (or ownership statement issued under a direct registration system or other book entry system) bears the restrictive legend (the “51-105 Legend”) specified in Multilateral Instrument 51-105, Issuers Quoted In The U.S. Over-The-Counter Markets (“MI 51-105”); (ii) Seller undertakes not to trade or resell any of the Purchase Shares in or from Canada unless the trade or resale is made in accordance with MI 51-105; (iii) by executing and delivering this Agreement and as a consequence of the representations and warranties made by Seller in this Section , Seller directs the Buyer not to include the 51-105 Legend on any certificates representing any of the Purchase Shares to be issued to Seller and, as a consequence, Seller will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Purchase Shares in or from any jurisdiction of Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities laws; and (iv) if Seller wishes to trade or resell any of the Purchase Shares in or from any jurisdiction of Canada, Seller agrees and undertakes to return, prior to any such trade or resale, any certificate representing any of the Purchase Shares to the Buyer’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Buyer’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.

Securities Law Acknowledgements. Each of the Sellers acknowledges that: (a) none of the Purchase Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws; (c) Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws; (d) there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and XXXXX EXXXX and forming part of the public record; (e) the Sellers have each had a reasonable opportunity to ask questions of, and receive answers from, the Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Buyer; (f) any resale of the Purchase Shares by any of the Sellers will be subject to resale restrictions contained in the securities laws applicable to the Buyer, each Seller the Sellers (as applicable) and any proposed transferee and it is the responsibility of the Sellers to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares; (g) the Sellers have been advised to consult their the Sellers’ own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and each of them is solely responsible (and the Buyer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which they the Sellers are formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and (ii) applicable resale restrictions; (h) the Sellers each consent to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows: and, if the Subscriber is a U.S. Person: (i) the Buyer has advised the Sellers that the Buyer is relying on an exemption from the requirements to provide the Sellers with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Sellers; and (j) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares.