Correctness of Information. All information furnished by the Subscriber on the signature page hereof, in the Subscriber Questionnaire, and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscriber Agreement is signed by the Subscriber and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber receives a distribution from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 below to act on behalf of the Subscriber. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Units is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs.
Appears in 2 contracts
Samples: Confidential Subscription Agreement (North Haven Private Income Fund a LLC), Subscription Agreement (North Haven Private Income Fund LLC)
Correctness of Information. All information furnished by the Subscriber on the signature page hereof, in the Subscriber Questionnaire, Questionnaire and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscriber Subscription Agreement is signed by the Subscriber and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber is required to make a contribution of capital to the Company or that the Subscriber receives a distribution from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units Shares in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 8.17 below to act on behalf of the Subscriber. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Units Shares is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Units Shares may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs.
Appears in 2 contracts
Samples: Confidential Subscription Agreement (Morgan Stanley Direct Lending Fund LLC), Subscription Agreement (SL Investment Corp.)
Correctness of Information. All information furnished by the Subscriber on the signature page hereof, in the Subscriber Questionnaire, and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscriber Subscription Agreement is signed by the Subscriber and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber purchases Units or receives a distribution from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the The Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 5.14 below to act on behalf of the Subscriber. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Units is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs.
Appears in 1 contract
Samples: Confidential Subscription Agreement (LGAM Private Credit LLC)
Correctness of Information. All information furnished by the Subscriber on the signature page hereof, in the Subscriber Questionnaire, Questionnaire and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscriber Subscription Agreement is signed by the Subscriber and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber is required to make a contribution of capital to the Company or that the Subscriber receives a distribution from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the The Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Common Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 8.17 below to act on behalf of the Subscriber. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Common Units is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Common Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs.
Appears in 1 contract
Samples: Subscription Agreement (T Series Middle Market Loan Fund LLC)
Correctness of Information. All The Subscriber represents and warrants that the information furnished it has provided in this Subscription Agreement, its Annexes, Schedules and Exhibits (collectively “Attachments”) (which Attachments are incorporated in this Subscription Agreement by the Subscriber on the signature page hereofreference as if expressly set forth herein), in the Subscriber Questionnaireand, and to its knowledge, in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser Adviser, is true, accurate and complete as of (a) the date this Subscriber Agreement is signed and may be relied upon by the Subscriber and (b) Company for any purpose, including the Closing Date, and shall be true, accurate and complete as establishment of each date that the Subscriber receives a distribution subscriber-related facts underlying claims of exemption from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate registration provisions of federal and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 below to act on behalf of the Subscriberstate securities laws. The Subscriber acknowledges that the Company is and the Adviser are relying on the accuracy and completeness of the such information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (xa) the proposed Subscriber being admitted as a Stockholder, (b) not registering the offer and sale of the Units is exempt from registration Shares under the 1933 Securities Act or meets the requirements of applicable U.S. any state securities laws, (yc) if applicable, determining whether Benefit Plan Investors (as defined in Schedule 2) own less than 25% of the value of Shares, as determined under the Plan Asset Regulation (as defined in Schedule 2), from time to time, and (d) the management of the Company’s business. If at any time during the term of the Company any of the representations and warranties contained in this Subscription Agreement (including the Annexes, Schedules and Exhibits attached hereto) shall cease to be true, the Subscriber will promptly notify the Company in writing.
10. Power of Attorney; Appointment of Company as Attorney-in-fact and Agent.
(a) The Subscriber hereby constitutes and appoints the Company its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for the Subscriber and in the Subscriber’s name, place and stead, in any and all capacities and to take any and all other actions as are authorized by the power of attorney contained in this Subscription Agreement. The power of attorney granted hereby shall be deemed an irrevocable special power of attorney, coupled with an interest, which the Company may exercise for the Subscriber by the signature of the Company or by listing the Subscriber as a Stockholder executing any instrument with the signature of the Company as attorney-in-fact for the Subscriber. This grant of authority shall survive the assignment by the Subscriber of the whole or any portion of the Subscriber’s Shares, except where the assignment is exempt from registration under of all of the Investment Subscriber’s Shares in the Company Act or (z) and the assignee thereof, with the consent of the Company, is admitted as a Stockholder; provided, however, this power of attorney shall survive the Adviser delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution. The Company, as attorney-in-fact for the Subscriber, may make, execute, sign, acknowledge, swear to, record and their respective affiliates are file:
(i) all certificates and other instruments deemed advisable by the Company in compliance order for the Company to enter into any borrowing or pledging arrangement, including any Credit Facility;
(ii) all certificates and other instruments deemed advisable by the Company to comply with the Advisers Act. Furthermore, the Subscriber understands that the offering provisions of Units may be reported to the SEC this Subscription Agreement and applicable law or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if permit the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business to become or to enable them properly to conduct their affairs.continue as a business development corporation, and
(iii) all other instruments or papers not inconsistent with the terms of this Subscription Agreement which the Company considers advisable.
Appears in 1 contract