Acknowledgement of Purchaser Sample Clauses

Acknowledgement of Purchaser. In connection with Purchaser’s investigation of the Business, Purchaser has received from or on behalf of Seller certain estimates, projections and other forecasts and plans. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Purchaser shall have no claim against Seller, the Selling Affiliates, the Sold Entities and the Sold JV Entities, any of their respective Affiliates or any other Person with respect thereto. Accordingly, Seller makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Purchaser has not relied thereon.

Acknowledgement of Purchaser. Purchaser confirms that no claim for breach of a representation or warranty made by Seller hereunder shall be made after the Closing to the extent Purchaser had actual knowledge of such breach or of any matter giving rise to such breach on or before the Closing Date.

Acknowledgement of Purchaser. The Purchaser hereby acknowledges that it has had, and will have the opportunity to examine the Assets and the state of the Business and has received and reviewed a copy of the Environmental Audit and that, other than as expressly warranted by the Vendor in this Agreement, the Vendor has not made nor has the Purchaser relied upon any representation, warranty, condition or collateral agreement, express, implied or statutory, as to the nature, quality, condition, enforceability, legal status or fitness for any particular purpose of any of the Assets, any environmental matters or conditions in respect of the Assets or the Business or the existence, effect or potential effect of any native land claims or similar claims in respect of aboriginal rights or title relating to any of the Assets of the Business.

Acknowledgement of Purchaser. The Purchaser acknowledges and agrees that on Closing, title to the Properties shall be subject to the Permitted Encumbrances and Deficiencies and those title and other deficiencies, if any, which remain to be rectified by the Vendor after Closing by the terms of the Vendor's Undertaking.

Acknowledgement of Purchaser. The Purchaser acknowledges and agrees that: (a) none of the Securities have been registered under the 1933 Act, under any state securities or “blue sky” laws of any state of the United States and, unless so registered, may not be offered or sold except 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 any applicable securities laws; (b) except as provided for in the Registration Rights Agreement, the Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (c) by completing the Questionnaires, the Purchaser is representing and warranting that the Purchaser is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (d) the decision to execute this Agreement and purchase the Securities agreed to be purchased hereunder has been based upon written representations as to fact or otherwise made by or on behalf of the Company, and such decision is also based upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (“SEC”) in compliance, or intended compliance, with applicable securities legislation, including, specifically, a review of the risk factors disclosed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-QSB, as filed on August 13, 2004 (collectively, the “Public Record “); (e) it will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Company in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith; provided that the amount...

Acknowledgement of Purchaser. The Purchaser hereby acknowledges and understands as follows: (a) The Shares are not registered under the Securities Act or any state securities laws and the offering and sale of the Shares by the Company pursuant to this Subscription Agreement is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement; (b) Neither the United States Securities and Exchange Commission (the "Securities and Exchange Commission") nor any state securities commission has approved the Shares or passed upon or endorsed the merits of the offering and sale of the Shares; (c) All pertinent documents, records, books and other information in the Company's possession or which the Company could reasonably acquire pertaining to the Company or an investment in the Shares have been made available for inspection by the Purchaser; and (d) The Shares may not be sold, assigned or otherwise transferred by the Purchaser unless they are registered under the Securities Act or unless an exemption from registration is available.

Acknowledgement of Purchaser. Purchaser has conducted its own independent review and analysis of the business, assets, condition and operations of the Companies and the Subsidiaries. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the representations and warranties, covenants and agreements of the Sellers contained in this Agreement and (a) other than as set forth in this Agreement, none of the Sellers, or any of their respective directors, officers, employees, Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchaser or its agents or representatives prior to the execution of this Agreement, (b) none of the Sellers, or any of their respective directors, officers, employees, Affiliates, agents or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including in contract, tort or otherwise) based upon any information provided or made available, or statements made, to Purchaser prior to the execution of this Agreement and (c) Purchaser is not aware of any representation or warranty of the Sellers set forth in Article II of this Agreement being untrue or inaccurate.

Acknowledgement of Purchaser. The Purchaser acknowledges and agrees that it is aware of and has conducted due diligence investigations that it has determined are necessary with respect to the Shares and the Property. In addition, the Purchaser acknowledges and agrees that it is aware of the following litigation: (a) the claims, including the proceedings in Bolivia against ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or his successors (“Radic”) seeking judgment declaring that Radic lacks any property rights with respect to the mining concessions constituting the Grupo ▇▇▇▇▇▇ Amayapampa; (b) in Bolivia against Minera Nueva Vista S.A. and Mr. ▇▇▇▇ Garafulic questioning the validity of Mr. Garafulic’s ownership of the Property, which lawsuit ended in April 2004 with a declaration that Radic’s cause of action had lapsed; (c) in Bolivia against Minera Nueva Vista S.A. and two of its predecessors in interest, seeking nullification of the public documents by which the mineral concessions comprising the Grupo ▇▇▇▇▇▇ Amayapampa had been transferred to Minera Nueva Vista S.A.; and (d) the claim, including proceedings in Bolivia, against ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, seeking nullification of testament and of the public document by which the aunt of Sr. ▇▇▇▇▇▇▇▇▇ transferred the 25% interest in the Gran Porvenir and La Chayanteña concessions to Sr. ▇▇▇▇▇▇▇▇▇ (collectively, the “Legal Proceedings”). The Purchaser acknowledges and agrees that effective as of the Closing, the Purchaser shall have full and complete responsibility for the Legal Proceedings, and that Vista and its directors, officers, employees, agents and representatives have no responsibility or liability of any nature whatsoever with respect to the Legal Proceedings, including without limitation with respect to any amount owing to a plaintiff with respect to any settlement or final determination of the Legal Proceedings, or any liability incurred by the Purchaser, Vista Gold Antigua, Minera Nueva Vista S.A. or any of the other Subsidiaries with respect to the Legal Proceedings. For greater certainty, the Purchaser shall not assume liability for any unpaid legal and advisory fees accrued by Vista or any of its Affiliates arising from or incidental to the Legal Proceedings prior to closing. Vista shall take such steps as are reasonably requested by the Purchaser to assist the Purchaser or any of its Affiliates, including Vista Gold Antigua, with the defence or pursuit of the Legal Proceedings, provided that the Purchaser pays all costs reasonably in...

Acknowledgement of Purchaser. Such Purchaser is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. In making a decision to acquire the Securities, Such Purchaser is not relying on representations of any officer, director, stockholder or agent of the Company. Such Purchaser is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act. Such Purchaser acknowledges that it has received, reviewed and understood the SEC Reports and the disclosures set forth in the sections titled “Risk Factors” contained therein. Each Purchaser represents and warrants to, and agrees with, the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and an “accredited investor” within the meaning of Rule 501(a) under the 1933 Act. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.