Limited Partner Representations. (a) Each Partner understands and agrees that:
(i) The Units evidenced by this Agreement have not been registered under the Securities Act of 1933, 15 U.S.C. § 15b et seq., the Delaware Securities Act, the California Corporate Securities Law of 1968 or any other state securities Laws (collectively, the “Securities Acts”) because the Partnership is issuing interests in reliance upon the exemptions from the registration requirements of the Securities Acts providing for issuance of securities not involving a public offering;
(ii) The Partnership has relied upon the representation made by each Limited Partner that such Limited Partner’s interest is to be held by such Limited Partner for investment;
(iii) The Partnership is under no obligation to, and has no intention to, register the interests or to assist the Limited Partners in complying with any exemption from registration under the Securities Acts if such Limited Partner should at a later date wish to dispose of such Limited Partner’s interest;
(iv) The Partnership has not requested a tax ruling from the Internal Revenue Service or any other tax authority nor an opinion of counsel with respect to the tax status of the Partnership or as to the treatment of its formation, issuance of interests, or other transactions of the Partnership, and no assurances have been made that the treatment which the Partnership intends to or does take with respect to such items will be accepted by the Internal Revenue Service upon examination and audit; and
(v) Such Limited Partner has been advised to obtain independent counsel to advise such Limited Partner individually in connection with the drafting, preparation and negotiation of this Agreement. The attorneys, accountants and other experts who perform services for any Limited Partner may also perform services for the Partnership. To the extent that any of the foregoing representation constitutes a conflict of interest, the Partnership and each Limited Partner hereby expressly waive any such conflict of interest.
(b) Each Limited Partner represents and warrants as follows:
(i) Such Limited Partner is acquiring the interests for such Limited Partner’s own account, for investment purposes only, and not with a view to or for the resale, distribution or fractionalization thereof, in whole or in part, and no other Person has a direct or indirect beneficial interest therein;
(ii) Such Limited Partner is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated ...
Limited Partner Representations. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EACH LIMITED PARTNER HEREBY REPRESENTS AND WARRANTS TO THE PARTNERSHIP, THE GENERAL PARTNER, AND TO EACH OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, CONTROLLING PERSON, AND AGENT OF THE GENERAL PARTNER THAT: (a) THE INTEREST IN THE PARTNERSHIP OF SUCH LIMITED PARTNER IS ACQUIRED FOR INVESTMENT PURPOSES ONLY FOR HIS OR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR IN CONNECTION WITH ANY DISTRIBUTION, REOFFER, RESALE, OR OTHER DISPOSITION NOT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE "1933 ACT") AND APPLICABLE STATE SECURITIES LAWS; (b) SUCH LIMITED PARTNER, ALONE OR TOGETHER WITH HIS OR ITS REPRESENTATIVES, POSSESSES SUCH EXPERTISE, KNOWLEDGE, AND SOPHISTICATION IN FINANCIAL AND BUSINESS MATTERS GENERALLY, AND IN THE TYPE OF TRANSACTIONS IN WHICH THE PARTNERSHIP PROPOSES TO ENGAGE IN PARTICULAR, THAT HE OR IT IS CAPABLE OF EVALUATING THE MERITS AND ECONOMIC RISKS OF ACQUIRING AND HOLDING HIS OR ITS PARTNERSHIP INTEREST, AND THAT HE OR IT IS ABLE TO BEAR ALL SUCH ECONOMIC RISKS NOW AND IN THE FUTURE; (c) SUCH LIMITED PARTNER HAS HAD ACCESS TO ALL OF THE INFORMATION WITH RESPECT TO THE INTEREST ACQUIRED BY HIM OR IT UNDER THIS AGREEMENT THAT HE OR IT DEEMS NECESSARY TO MAKE A COMPLETE EVALUATION THEREOF AND HAS HAD THE OPPORTUNITY TO QUESTION THE GENERAL PARTNER CONCERNING SUCH INTEREST; (d) SUCH LIMITED PARTNER'S DECISION TO ACQUIRE HIS OR ITS INTEREST FOR INVESTMENT HAS BEEN BASED SOLELY UPON THE EVALUATION MADE BY HIM OR IT; (e) SUCH LIMITED PARTNER IS AWARE THAT HE OR IT MUST BEAR THE ECONOMIC RISK OF HIS OR ITS INVESTMENT IN THE PARTNERSHIP FOR AN INDEFINITE PERIOD OF TIME BECAUSE INTERESTS IN THE PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR UNDER THE SECURITIES LAWS OF ANY STATES, AND, THEREFORE, CANNOT BE SOLD UNLESS SUCH INTERESTS ARE SUBSEQUENTLY REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE; (f) SUCH LIMITED PARTNER IS AWARE THAT ONLY THE PARTNERSHIP CAN TAKE ACTION TO REGISTER SUCH INTEREST IN THE PARTNERSHIP AND THE PARTNERSHIP IS UNDER NO SUCH OBLIGATION AND DOES NOT PROPOSE TO ATTEMPT TO DO SO; AND (g) SUCH LIMITED PARTNER IS AWARE THAT THIS AGREEMENT PROVIDES RESTRICTIONS ON THE ABILITY OF A LIMITED PARTNER TO SELL, TRANSFER, ASSIGN, MORTGAGE, HYPOTHECATE, OR OTHERWISE ENCUMBER HIS OR ITS INTEREST IN THE PARTNERSHIP.
Limited Partner Representations. All representations, warranties and covenants of a Limited Partner set forth in the Subscription Agreement pursuant to which the Limited Partner was admitted to the Fund shall be deemed incorporated herein by reference, as if fully set forth herein, and shall remain in effect for so long as the Limited Partner shall remain a Limited Partner, subject to provisions in the Limited Partner's Subscription Agreement permitting and requiring the Limited Partner to correct certain representations or warranties which become inaccurate because of changes occurring after the effective date of such representations and warranties.
Limited Partner Representations. Each Limited Partner that is issued Class A Common Stock pursuant to this Agreement hereby severally represents and warrants, as of each Quarterly Exchange Date upon which such Limited Partner is issued Class A Common Stock, that (a) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (b) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (c) this Agreement constitutes a legal, valid and binding obligation of such Limited Partner enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally, (d) it is acquiring the Class A Common Stock issued in accordance with this Agreement for its own account with the present intention of holding such Class A Common Stock for purposes of investment, and that it has no intention of selling Class A Common Stock in a public distribution in violation of any federal or state securities laws, (e) it is a sophisticated party for purposes of applicable federal and state securities laws and regulations,
Limited Partner Representations. Each Limited Partner represents, warrants and covenants that:
(a) Such Limited Partner has all requisite power and authority to enter into this Agreement and perform such Limited Partner’s respective obligations hereunder and that such Limited Partner is an “accredited investor” (as defined in Rule 501 promulgated under the Securities Act of 1933, as amended from time to time).
(b) This Agreement has been duly and validly executed and delivered by such Limited Partner and is enforceable against it, in accordance with its terms, and the performance of such Limited Partner’s respective obligations hereunder shall not conflict or result in the violation of any agreement, lease, instrument, license, permit or other authorization applicable to such Limited Partner.
(c) Such Limited Partner acknowledges that the Partnership Interests are subject to transfer restrictions and consents.
(d) Such Limited Partner acknowledges that ownership of the Partnership Interests may involve tax consequences. Such Limited Partner confirms that it is not relying on any statements or representations of the Partnership, the General Partner or any of their agents or legal counsel with respect to the tax and other economic considerations of the ownership of the Partnership Interests, and acknowledges that such Limited Partner may retain its own professional advisors to evaluate the United States federal, state and local tax and other economic considerations of an ownership of the Partnership Interests. Such Limited Partner also acknowledges that it is solely responsible for any of its own tax liability that may arise as a result of the ownership of the Partnership Interests or the transactions contemplated by this Agreement.
(e) Such Limited Partner acknowledges that the General Partner and the Partnership will rely upon the representations, warranties and covenants contained in this Agreement without making any independent investigation, and that the representations, warranties and agreements made by the Limited Partner shall survive the execution and delivery of this Agreement.
(f) Except as expressly set forth in this Agreement, if applicable, no representations or warranties have been made to the Limited Partner by the General Partner, the Partnership or any agent, employee or Affiliate of the General Partner or the Partnership, and in entering into this Agreement, the Limited Partner is not relying on any information other than that which is the result of independent investigat...
Limited Partner Representations. Each Limited Partner hereby represents and warrants to the Partnership, the General Partner and all other Limited Partners that:
Limited Partner Representations. Each Limited Partner that is issued Class A Common Stock pursuant to this Agreement hereby severally represents and warrants, as of each Quarterly Exchange Date upon which such Limited Partner is issued Class A Common Stock, that (a) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (b) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (c) this Agreement constitutes a legal, valid and binding obligation of such Limited Partner enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally, (d) it is acquiring the Class A Common Stock issued in accordance with this Agreement for its own account with the present intention of holding such Class A Common Stock for purposes of investment, and that it has no intention of selling Class A Common Stock in a public distribution in violation of any federal or state securities laws, (e) it is a sophisticated party for purposes of applicable federal and state securities laws and regulations, (f) such Limited Partner has knowledge and experience in financial and business matters such that such Limited Partner is capable of evaluating the merits and risks of an investment in Premier, (g) it is able to bear the economic risks of an investment in the Class A Common Stock and could afford a complete loss of such investment, (h) the execution, delivery and performance of this Agreement by such Limited Partner does not and will not conflict with, violate or cause a breach (or an event which with notice or lapse of time or both would become a breach) of any agreement, contract or instrument to which such Limited Partner is subject, give to others any rights of termination, amendment, acceleration or cancellation of any agreement, contract or instrument to which such Limited Partner is subject or result in a violation of any law, rule, regulation, order, judgment or decree to which such Limited Partner is subject and (i) the Class B Common Units surrendered in connection with an Exchange are owned by such Limited Partner free and clear of all liens and encumbrances.
Limited Partner Representations. The Limited Partner represents and warrants to the Partnership that:
(A) The Limited Partner is a corporation duly formed and validly existing in good standing under the laws of the State of Delaware, and will be duly registered or qualified to conduct business in each jurisdiction or place in which the conduct of its business legally requires such registration or qualification;
(B) The execution, delivery and performance of this Partnership Agreement by the Limited Partner and the consummation of the transactions contemplated 94 100 hereby have been authorized by all requisite action by or with respect to the Limited Partner, and this Partnership Agreement, when executed by the Limited Partner, will constitute a valid and binding obligation of the Limited Partner, enforceable against the Limited Partner in accordance with its terms, subject to bankruptcy laws, and laws affecting creditors rights severally; and
(C) The Limited Partner is not in violation of its certificate of incorporation or bylaws or in default in any material respect in the performance of any material agreement to which the Limited Partner is a party or bound. The execution, delivery and performance of this Partnership Agreement by the Limited Partner, and the fulfillment by the Limited Partner of the terms herein set forth and the consummation by the Limited Partner of the transactions herein contemplated, will not conflict with or constitute a breach of, or default in a material way under, the certificate of incorporation or bylaws. of the Limited Partner, or any other material 95 101 agreement or instrument to which the Limited Partner is a party or bound, or any law.
Limited Partner Representations. The Limited Partner represents and warrants to the Partnership that:
(A) The Limited Partner is a corporation duly formed and validly existing in good standing under the laws of the State of Delaware, and will be duly registered or qualified to conduct business in each jurisdiction or place in which the conduct of its business legally requires such registration or qualification;
(B) The execution, delivery and performance of this Partnership Agreement by the Limited Partner and the consummation of the transactions contemplated hereby have been authorized by all requisite action by or with respect to the Limited Partner, and this Partnership
Limited Partner Representations. Each Limited Partner represents and warrants to the Partnership and to every other Partner as follows:
(a) Each Limited Partner will provide promptly, upon request by the General Partner, all financial data, documents, reports, certifications, or other information necessary or appropriate to enable the Partnership to apply for and obtain an exemption from the registration provisions of applicable law and any other information required by governmental agencies having jurisdiction over the Partnership.
(b) There is no misrepresentation contained in the Subscription Documents completed by the Limited Partner.
(c) If such Limited Partner is a corporation, trust, partnership, limited liability company or other entity, that the officer signing on its behalf has been duly authorized to execute and deliver this Agreement and the Certificate.
(d) Each Limited Partner that is an entity that would be an “investment company” under the Investment Company Act, but for an exclusion under either Section 3(c)(1) or Section 3(c)(7) of such Act has advised the General Partner of the number of Persons that constitute “beneficial owners of such Limited Partner’s outstanding securities (other than short-term paper)” within the meaning of clause (A) of subsection 3(c)(1) of such Act, and will advise the General Partner promptly upon any change in that number.
(e) Each Limited Partner’s Interest has been acquired for investment for its own account and not as nominee or agent of a principal undisclosed to the General Partner or with a view toward the distribution thereof in a manner which would require the registration of the offer and sale of such Interest under the Securities Act; and neither it, nor any Person controlling, controlled by or under common control with it or for whom it is acting as agent or nominee in connection with the acquisition of an Interest, is: (i) a country, territory, organization, individual or entity named on a list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; (ii) an individual or entity that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, or whose subscription funds are Transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is...
