DECLARATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS Sample Clauses

DECLARATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS. I/We hereby represent and warrant to the Fund and the Administration Agent that: 1. I/we will not, directly or indirectly, publicly offer, sell, assign, transfer or deliver any Shares if any such transfer of the relevant Shares results in such Shares being held by a Prohibited Person 2. I/we am/are not (committing to) acquire Shares with a view to distribution or resale (other than in due course as permitted by the PPM and the Articles of Incorporation), and I/we have no contract, undertaking or arrangement with any person to sell, assign, transfer or grant a participation right with respect to any interest in the Shares and I/we have no current intention to sell, assign or otherwise transfer Shares, other than as otherwise provided in the PPM and the Articles of Incorporation; 3. I/we am/are not (committing to) acquire Shares with the intent to offer, sell, exchange, assign, transfer or otherwise dispose of all or any part of the Shares or to distribute or publish any offering material in relation thereto unless all applicable laws and regulations (including without limitation in respect of public offerings of securities) have been complied with, or unless all the conditions and procedures described in the PPM and the Articles of Incorporation have been satisfied and complied with; 4. I/we am/are not a Prohibited Person; 5. I/we am/are neither a person in the United States nor a U.S. person nor am I/are we acting on a non discretionary basis for a person in the United States or a U.S. person; 6. I/we am/are over the legal age in my/our jurisdiction; 7. I/we hereby represent and warrant that I/we qualify as a Well-Informed Investor as confirmed in section 5 above; 8. I/we hereby represent and warrant that I/we qualify, or, as appropriate, the legal entity I/we represent qualifies as an Institutional Investor, Professional Investor or Well-Informed Investor within the meaning of article 2 of the SIF Law and that the Shares subscribed (I/we commit to subscribe) shall at all times remain held by me/us: (a) on my/our own behalf; or (b) on behalf of another Institutional Investor, Professional Investor or Well- Informed Investor within the meaning of the SIF Law; or
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Related to DECLARATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS

  • Representations and Warranties Borrower represents and warrants as follows:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • NOW, THEREFORE the parties hereto agree as follows:

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Term and Termination In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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