Acknowledgments of the Purchaser Sample Clauses

Acknowledgments of the Purchaser. The Purchaser acknowledges that:
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Acknowledgments of the Purchaser. In connection with the issuance of the Purchase Shares and the Warrants, Purchaser certifies that it is not a resident of Alberta and hereby acknowledges to the Company as follows:
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Acknowledgments of the Purchaser. There have been no representations, guarantees or warranties made to the undersigned Purchaser by the Seller, its agents or employees, or any of its agents or employees, or any other person, expressly or by implication, with respect to:
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Acknowledgments of the Purchaser. (a) The Purchaser has conducted to its satisfaction an independent investigation and verification of the Company and its Subsidiaries and the results of operations and projected operations of the Company and its Subsidiaries.
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Acknowledgments of the Purchaser. The Purchaser acknowledges and agrees that, subject to the representations and warranties of the Vendor contained in Section 4.1 and in the Closing Documents: on Closing, title to the Lands and the Premises shall be free and clear of all Encumbrances, except the Permitted Encumbrances; save and except for the representations and warranties of the Vendor expressly stated in this Agreement, in entering into this Agreement, the Purchaser has relied and shall continue to rely entirely and solely upon its own inspections and investigations with respect to the Premises, including the physical and environmental condition of the Lands and the review of the documentation made available to the Purchaser pursuant to this Agreement, and the Purchaser acknowledges it is not relying on any additional information furnished by the Vendor or any other Person on behalf of or at the direction of the Vendor in connection therewith; and the Vendor shall have no obligation or responsibility to the Purchaser after Closing with respect to any matter relating to the Lands or the condition thereof, except as otherwise expressly provided in this Agreement. This Section 2.2 shall survive Closing and the Purchaser shall deliver to the Vendor on Closing an acknowledgement with respect to the matters set out in this Section 2.2.
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Related to Acknowledgments of the Purchaser

  • Acknowledgments The Borrower hereby acknowledges that:

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXX XXXXXXX RACING STABLES, INC. By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Additional Agreements Acknowledgements and Waivers of the Purchaser (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares or Forward Purchase Warrants until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares and Forward Purchase Warrants are permitted (any such transferees, the “Permitted Transferees”): (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members, managers or affiliates of the Purchaser, or any employees or advisors of the Company, the Purchaser or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (vi) as a distribution to limited partners, members or stockholders of the Purchaser; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above; provided, however, that in each case, these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

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