Additional Fund Parties’ Representations Sample Clauses

Additional Fund Parties’ Representations. Each Fund Party further represents, warrants and acknowledges, jointly and severally, that it (1) is a sophisticated seller and purchaser, as applicable, with respect to the AHC Shares and VRDT Securities, (2) has adequate information concerning the AHC Shares being sold and VRDT Securities being purchased by the Fund Parties hereunder, (3) has adequate information concerning the business and financial condition of each of the Company, each investment of the Company, each constituent of AHC and VRDT, (4) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the AHC Shares being sold and VRDT Securities being purchased by the Fund Parties hereunder, the Company, each investment of the Company, each constituent of AHC and VRDT, and the transactions contemplated hereby, and (5) except with respect to VRDT’s SEC filings, has not relied upon VRDT for any investigation into, assessment of, or evaluation with respect to the AHC Shares being sold or the VRDT Securities being purchased by the Fund Parties hereunder, the Company, each investment of the Company, each constituent of AHC and VRDT and/or the transactions contemplated hereby. Each Fund Party further represents, warrants and acknowledges, jointly and severally, that (i) each Fund Party is a foundation (stichting) under the laws of The Netherlands, (ii) each Fund Party is authorized by law and its governing documents to make and dispose of investments of the type such as the AHC Shares and the VRDT Securities, (iii) each Fund Party is not a “U.S. person” within the meaning of Regulation S promulgated by the SEC, (iv) each Fund Party acquired the AHC Shares for investment purposes in accordance with the governing documents of the respective Fund Party and not with a view toward distribution or resale, and (v) each Fund Party is acquiring the VRDT Securities for investment purposes in accordance with the governing documents of the respective Fund Party and not with a view toward distribution or resale, provided that the foregoing shall not restrict the Fund Party’s respective rights to hold and dispose of their VRDT Securities, subject to compliance with applicable securities laws.
Sample 1
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Related to Additional Fund Parties’ Representations

  • Construction of the Agreement; Fund Participation Agreements The parties have entered into one or more Fund Participation Agreements between or among them for the purchase and redemption of shares of the Funds by the Accounts in connection with the Contracts. This Agreement supplements those Fund Participation Agreements. To the extent the terms of this Agreement conflict with the terms of a Fund Participation Agreement, the terms of this Agreement shall control.

  • Company Representation Company represents and warrants that it has no obligation which would prohibit it from entering into this Agreement or complying with its provisions and that it has the authority to enter into this Agreement.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Executive’s Representation Executive hereby warrants and represents to the Company that Executive has carefully reviewed this Agreement and has consulted with such advisors as Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive’s prior employment which would be breached or violated by Executive’s execution of this Agreement or by Executive’s performance of his duties hereunder.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

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