Contents and Purpose Sample Clauses

Contents and Purpose. This Subscription Booklet relates to the offering of shares of common stock, par value $0.001 per share (the “Shares”), of SL Investment Corp., a Delaware Corporation (the “Company”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Shares are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subscribers will be required to make a minimum capital commitment of $5,000,000; provided, that the Company reserves the right to accept capital commitments in lower amounts or decline to accept particular capital commitments, in its sole discretion.
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Contents and Purpose. This Subscription Booklet relates to the offering of shares of common stock, par value $0.001 per share (the “Shares”), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Direct Lending Fund, a Delaware Corporation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Direct Lending Fund LLC prior to the BDC Conversion (as defined below), the “Company”). The Company is the corporate successor to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Direct Lending Fund LLC, which was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act on May 30, 2019. On or prior to the Initial Closing (as defined below), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Direct Lending Fund LLC will convert from a Delaware limited liability company into a Delaware corporation pursuant to the Delaware General Corporation Law (the “BDC Conversion”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Shares are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subscribers will be required to make a minimum capital commitment of $5,000,000; provided, that the Company reserves the right to accept capital commitments in lower amounts or decline to accept particular capital commitments, in its sole discretion.
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Contents and Purpose. This Subscription Booklet relates to the private offering of common units (the “Units”), of LGAM Private Credit LLC, a Delaware limited liability company (the “Company”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Private Credit Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Units are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber, but should indicate the capacity in which it is doing so and the name of the Subscriber. The Company currently is only offering to sell Units in “offshore transactions” (as defined in Rule 902(h) under Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) to persons that are not in the United States (as defined in Rule 902(l) under Regulation S) and are not, and are not acting for the account or benefit of, U.S. Persons (as defined in Rule 902(k) under Regulation S), in each case in reliance on Regulation S. As a result, each Subscriber must not be in the United States and must not be a “U.S. Person.” The Company reserves the right to accept capital contributions or decline to accept particular capital contributions, in whole or in part, in its sole discretion.
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Contents and Purpose. 1. The objective of this Agreement is to ensure the effective taxation of relevant persons in the Republic of Austria through bilateral cooperation. 2. In furtherance of this objective, the Contracting States agree on bilateral cooperation in essence comprising the following elements: (a) Assets of relevant persons resident in the Republic of Austria which are held by a Liechtenstein paying agent shall be subject to retroactive taxation under this Agreement; (b) In accordance with the provisions of this Agreement, compensatory tax shall be levied on payments of income from and capital gains on assets of relevant persons resident in the Republic of Austria which are held by a Liechtenstein paying agent; (c) Assets of relevant persons resident in the Republic of Austria which are managed by a Liechtenstein paying agent, whether they are located in Liechtenstein or abroad, shall be covered by this Agreement; (d) The taxation of donations to and distributions from non-transparent asset structures shall be regulated; (e) Under this Agreement, Liechtenstein may require the Republic of Austria to introduce measures to ensure the taxation of residents of Liechtenstein in respect of capital gains on assets held by paying agents in the Republic of Austria. 3. Notwithstanding any other provisions, this Agreement shall not apply to interest payments or gains on which a retention is levied in pursuance of the Agreement of 7 December 2004 between the European Community and the Principality of Liechtenstein providing for measures equivalent to those laid down in Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (hereinafter referred to as the “Agreement on the taxation of interest”), or when voluntary disclosure occurs. Part 2 of this Agreement shall remain unaffected. 4. Notwithstanding any other provisions, the reference to the Agreement on the taxation of interest in paragraph 3 refers to the amended version of the Agreement with effect from the date of the application of the pertinent provisions of any amendments to the Agreement on the taxation of interest, including through a new Agreement.
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Contents and Purpose. This Subscription Booklet relates to the private offering of common units (the “Common Units”) of T Series Middle Market Loan Fund LLC, a Delaware limited liability company (the “Company”). MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”), and MS Private Credit Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). This Subscription Booklet contains all the materials that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii. For purposes of this Subscription Booklet, the “Subscriber” is the person or entity for whose account the Common Units are being purchased. Another person or entity with investment authority may execute the subscription documents on behalf of the Subscriber but should indicate the capacity in which it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”). Subscribers will be required to make capital contributions to purchase Common Units each time the Company delivers a drawdown notice, which will be delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed its capital commitment to purchase Common Units pursuant to the Subscription Agreement (the “Capital Commitment”). All purchases will be made at a price per Common Unit as determined by our board of directors (the “Board”) or an appropriately designated committee of the Board at the time of each Drawdown Purchase (as defined below) prior to the issuance of such Common Units and in accordance with the limitations under Section 23 of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
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Related to Contents and Purpose

  • Introduction and Purpose Introduction • Neighbourhood Development Plans • Neighbourhood Development Orders

  • INTENT AND PURPOSE The Employer and the Union each represent that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to provide a channel through which information and problems may be transmitted from one to the other, to formulate rules to govern the relationship between the Union and the Employer, to promote efficiency and service, and to set forth herein the basic agreements covering rates of pay, hours of work, and conditions of employment.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the JSC and the IPC, and, optionally, create one or more of the other Committees listed in the chart below. Each Committee shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree to not create a Committee (other than the JSC and the IPC), the creation of such Committee shall be deferred until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee. Joint Steering Committee (“JSC”) Establish projects for the Bacteriophage Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans (except for decisions of the IPC). The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Bacteriophage Program. Regulatory Committee (“RC”) Review and approve all research and development plans and projects, including clinical projects, associated with any necessary regulatory approvals, all associated publications, and all regulatory filings and correspondence relating to gaining regulatory approval for new Ampliphi Products under the Bacteriophage Program; and review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Bacteriophage Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Intellectual Property Committee (“IPC”) Evaluate all intellectual property issues in connection with the Bacteriophage Program; review and approve itemized budgets with respect to the foregoing.

  • Parties and Purpose The undersigned Parties are mutually desirous of doing business with KINGDOM FIRST PROPERTIES, LLC and it’s Managing Member, ▇▇▇▇ ▇. ▇▇▇▇▇ respective to the arranging, selling and buying of both bulk and single Residential REO’s and Commercial Real Estate including 5 Star Hotels, Resorts and Land, various other cash flow items including but not limited to None Performing Notes, as well as Loans, and equipment in cooperation with one another and with third parties for the mutual benefit of all. It is their intention that the information exchanged among the signatories in the course of doing business, as well as the documents which will be generated subsequent to the execution of this Agreement, including but not limited to letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments, and/or any information contained in such documents, will not be passed, under any circumstance, to another intermediary or broker or trader or any other company or private person who is not an end buyer(s) or end supplier, without prior specific written consent of the Party or parties generating or with proprietary rights to such information and/or documentation. This Agreement shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, nominees, representatives, successors, clients and assigns (hereinafter collectively referred to as ‘The Parties’) jointly, severally, mutually and reciprocally for the term of and to the performance of the terms and conditions expressly stated and agreed to below. This Agreement shall supersede all previous NCND Agreements. Furthermore, whenever this Agreement shall be referenced in any subsequent document(s) or written agreements, the terms and conditions of this Agreement shall apply as noted and shall further extend to any exchange of information, written, oral or in any other form, involving financial data, personal or corporate names, contracts initiated by or involving the parties and any addition, renewal, extension, rollover amendment, renegotiations or new agreement that are in any way a component of what shall hereinafter be referred to as ‘The Project’ or ‘The Transaction’ for the purchase of the subject commodities, products, and/or equipment.

  • Scope and Purpose 1.01 This document is intended to set out general guidelines and principles regarding child welfare sector integrations during the term of this agreement which are mandated by the Ministry and for which local Human Resources Adjustment Plans (HRAP) are required to be negotiated. Subject to the following terms, these principles will serve as the framework for the treatment of bargaining unit employees and will apply to subsequent negotiations with unions, as may be required, as part of an integration arising within the context of the Ontario Labour Relations Act (OLRA) or PSLRTA, whichever is applicable. 1.02 Employees who may be impacted by an integration are valued and are to be treated fairly and respectfully. The parties agree that they will make reasonable efforts to reduce any negative affect on employees as a result of an integration in accordance with the following.