Effect and Time of Representations. The information provided by the Subscriber contained in this Subscription Agreement is true, complete and correct in all material respects as of the date hereof. The Subscriber understands that the Company's determination that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), which is based upon non-public offerings and applicable to the offer and sale of the Securities, is based, in part, upon the representations, warranties, and agreements made by the Subscriber herein. The Subscriber consents to the disclosure of any such information, and any other information furnished to the Company, to any governmental authority or self-regulatory organization, or, to the extent required by law, to any other person.
Effect and Time of Representations. The representations, warranties and agreements of the Corporation set forth in this Agreement are true and correct in all material respects. The Corporation acknowledges that the Subscriber has relied upon the representations and agreements of the Corporation set forth in this Agreement, and that all such representations and agreements shall survive the date hereof.
Effect and Time of Representations. The representations, warranties and agreements made by me as set forth in this Agreement are true, and have been complied with, as of the date of the execution of this Agreement and will be true, and will have been complied with, until such time as the subscription is accepted or rejected. If in any respect such representations, warranties or agreements are not true, or have not been complied with, as of any date set forth in the preceding sentence, I will promptly give written notice of such fact to the Company and will specify which representations, warranties or agreements are not true or have not been complied with, along with the reasons therefor. I acknowledge that the Company has relied and will rely upon my representations, warranties and agreements as set forth in this Agreement and that all such representations and agreements will survive the issuance and delivery of the Shares hereunder and will remain in effect thereafter. I hereby agree and acknowledge that this subscription is irrevocable with respect to me and agree and acknowledge that the agreements and representations herein set forth will become effective and binding upon me and my heirs, legal representatives, successors and assigns upon the Company’s acceptance hereof.
Effect and Time of Representations. The foregoing representations, warranties, covenants and agreements, together with all other representations, warranties, covenants and agreements made or given by Purchaser to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date the Company accepts this subscription as if made on and as of such date and shall survive such date. In addition, Xxxxxxxxx agrees to notify the Company promptly of any change in any representation, warranty, covenant or agreement relating to Purchaser set forth herein and to provide the Company with such further information as the Company may reasonably require.
Effect and Time of Representations. The information provided by the Acquiror contained in this Certificate is true, complete and correct in all material respects as of the date hereof. The Acquiror understands that the Company's determination that the exemption from the registration provisions of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which is based upon non-public offerings and applicable to the offer and sale of the Securities, is based, in part, upon the representations, warranties, and agreements made by the Acquiror herein. The Acquiror consents to the disclosure of any such information, and any other information furnished to the Company, to any governmental authority or self-regulatory organization, or, to the extent required by law, to any other person.
Effect and Time of Representations. The representations and agreements of the Partnership and the General Partner set forth in this Agreement are true, and have been complied with, as of the Closing Date. The Partnership and the General Partner acknowledge that the Subscriber has relied and will rely upon the representations and agreements of the Partnership or the General Partner set forth in this Agreement, and that all such representations and agreements shall survive the Closing Date and the execution of the Partnership Agreement.
Effect and Time of Representations. The representations, warranties, and agreements made by me as set forth in this Subscription Agreement are true and have been complied with as of the date of the execution of this Subscription Agreement. My representations, warranties, and agreements in this Subscription Agreement will be true and will have been complied with until such time as my subscription is accepted or rejected by the Company. If in any respect my representations, warranties, or agreements are not true or are not complied with as of any date before the subscription is accepted or rejected by the Company, I will promptly give written notice of that to the Company and I will specify the representations, warranties, or agreements that are not true or that are not complied with, along with the reasons therefor. I acknowledge that the Company is relying and will rely on my representations, warranties, and agreements in this Subscription Agreement and that my representations, warranties, and agreements survive the Company’s issuance and delivery of the Shares and will remain in effect thereafter. I hereby agree and acknowledge that I may not revoke this subscription. I agree and acknowledge that my representations, warranties, and agreements in this Subscription Agreement are effective and binding upon me and my heirs, legal representatives, successors, and assigns upon the Company’s acceptance of my subscription.
Effect and Time of Representations. The Subscriber's representations and warranties set forth in this Agreement are true, and have been complied with, as of the date of the Subscriber's execution of this Agreement and shall be true and correct as of the Subscriber's admission to the Fund as a Shareholder. The Subscriber acknowledges that the Fund and each Shareholder thereof have relied and will rely upon the representations and warranties of the Subscriber set forth in this Agreement, and that all such representations and warranties shall survive the execution and delivery of the Subscriber Agreements notwithstanding any knowledge on the part of the Fund or the Manager of any breach of any such representation or warranty, and the issue and sale of the Shares. The Subscriber hereby agrees to indemnify and hold harmless the Fund, the Manager, and their respective affiliates, together with the directors, officers and employees of each of the foregoing, from and against any and all claims, damages and liabilities (including without limitation reasonable attorney fees) resulting from, arising out of or relating to any breach of any representation or warranty contained in this Article II.
Effect and Time of Representations. The Subscriber’s representations and warranties set forth in this Agreement are true, and have been complied with, as of the date of the Subscriber’s execution of this Agreement and shall be true and correct as of the Subscriber’s admission to the Fund as a Limited Partner. The Subscriber acknowledges that the Fund and each Partner thereof have relied and will rely upon the representations and warranties of the Subscriber set forth in this Agreement, and that all such representations and warranties shall, if the Subscriber consists of more than one person, be the joint and several obligation of each such person and shall survive the execution and delivery of the Subscriber Agreements and the issue and sale of the Interest, notwithstanding any knowledge on the part of the Fund or the General Partner of any breach of any such representation or warranty. The Subscriber hereby agrees to indemnify and hold harmless the Fund, the General Partner, and their respective affiliates, together with the directors, officers and employees of each of the foregoing, from and against any and all claims, damages and liabilities (including without limitation reasonable attorney fees) resulting from, arising out of or relating to (x) any breach of any representation or warranty contained in this Article II or (y) breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber in this Agreement or in any other document furnished by the Subscriber to any of the foregoing parties in connection with this transaction.
Effect and Time of Representations. The foregoing representations and ---------------------------------- warranties are true and accurate as of the date hereof and shall be true and accurate as of the Closing Date. If in any respect such representations and warranties shall not be true and accurate prior to the Closing Date, the Subscriber will give prior written notice of such fact to the Partnership specifying which representations and warranties are not true and accurate and the reasons therefor.
