Offering Materials and Other Information. The Subscriber has received and read a copy of the confidential Private Placement Memorandum of Energy Capital Partners III, LP (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”), this Subscription Agreement and the Partnership Agreement provided to the Subscriber before the General Partner’s initial acceptance of any of the Subscriber’s requested capital commitment amount (collectively, the “Offering Materials”), as well as Form ADV Part 2A for Energy Capital Partners Management, LP, and the Subscriber has relied on nothing other than the Offering Materials, its own diligence and its own professional advisors in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Partnership and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the General Partner, its affiliates and/or the Partnership to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, and believes that an investment in the Interests is suitable and appropriate for the Subscriber. The Offering Materials do not comprise, and may not be construed as comprising, any solicitation of any proxy, any procurement, withholding, or revocation of any proxy, or any other action in respect of any proxy.
Appears in 3 contracts
Samples: Subscription Agreement (Canada Pension Plan Investment Board), Subscription Agreement (Energy Capital Partners Iii, Lp), Subscription Agreement (BlackRock Inc.)
Offering Materials and Other Information. The Subscriber has received and read a copy acknowledges that in the event of any differences between the confidential Private Placement Memorandum of Energy Capital Partners III, LP (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”), terms provided in this Subscription Agreement, Partnership Agreement and the Partnership Agreement any term sheet or other offering materials provided to the Subscriber before prior to signing the General Partner’s initial acceptance of any of the Subscriber’s requested capital commitment amount Signature Page (collectively, the “Offering Offering Materials”), as well as Form ADV Part 2A for Energy Capital Partners Management, LP, the terms and conditions of the Subscriber has relied on nothing other than the Offering Partnership Agreement shall supersede any contrary information set forth in this Subscription Agreement and/or Offering Materials, its own diligence and its own professional advisors in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the had an opportunity to (i) ask questions of and receive satisfactory answers from the General Partner concerning the terms and conditions of this Subscription Agreement, the offeringPartnership Agreement, the Offering Materials and the Underlying Fund Offering Materials and the business of the LP and the Underlying Funds and (ii) perform its own independent investigations and (iii) obtain any additional information in order concerning the offering, the LP, the Underlying Funds and any related material to evaluate the merits and risks of an investment in extent the LP, the General Partner, possesses relevant information or can acquire it without unreasonable effort or expense. The Subscriber agrees not to copy, reproduce or deliver the Partnership and Agreement, the Offering Materials, this Subscription Agreement to verify any other person, except its professional advisers, without the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf written consent of the General Partner. The Subscriber acknowledges that in making a decision to subscribe for the SWS Tokens, its affiliates and/or the Subscriber has relied solely upon the Partnership to Agreement, the Offering Materials and independent investigations made by the Subscriber. The Subscriber is not relying and may not rely on any pitch deck or other marketing materials for purposes of making a decision to subscribe for the SWS Tokens. The Subscriber is also not relying on the SWS Parties with respect to the legal, tax and other economic factors involved in this investment and understands that it is solely responsible for reviewing the legal, tax and other economic considerations involved with an investment in the LP with its own legal, tax and other advisers. The Subscriber has consulted consulted, to the extent deemed appropriate by the Subscriber Subscriber, with the Subscriber’s own advisers as to the financialfinancial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests LP and on that basis understands the financialfinancial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, LP and believes that an investment in the Interests LP is suitable and appropriate for the Subscriber. The Offering Materials do not compriseSubscriber understands that it is solely responsible for reviewing this Subscription Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties and may not be construed as comprising, agreements that the Subscriber is making in this Subscription Agreement. Neither the General Partner nor anyone on its behalf has made any solicitation representations (whether written or oral) to the Subscriber (i) regarding the future performance of the LP or (ii) that the past performance of the principal(s) of the LP will in any proxy, any procurement, withholding, or revocation way predict the results of any proxy, or any other action in respect of any proxythe LP’s activities.
Appears in 1 contract
Samples: Subscription Agreement
Offering Materials and Other Information. The Subscriber has received and read a copy of the confidential Private Placement Memorandum of Energy Capital Partners III, LP the Partnership (as amended, restated or amended and supplemented on or prior to the initial acceptance date for this subscription, subscription the “"Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”"), this Subscription Agreement and the copy of the Partnership Agreement provided to the Subscriber before the General Partner’s 's initial acceptance of any of the Subscriber’s 's requested capital commitment amount (collectively, the “"Offering Materials”), ") as well as Form ADV Part 2A 2 for Energy Sentinel Capital Partners ManagementPartners, LPL.L.C. (the "Management Company"), and the Subscriber has relied on nothing other than the Offering Materials, its own diligence and its own professional advisors Materials in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Partnership and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the General Partner, its affiliates Partner and/or the Partnership to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s 's own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, and believes that an investment in the Interests is suitable and appropriate for the Subscriber. The Offering Materials do not comprise, and may not be construed as comprising, any solicitation of any proxy, any procurement, withholding, or revocation of any proxy, or any other action in respect of any proxy.
Appears in 1 contract
Samples: Subscription Agreement
Offering Materials and Other Information. The Subscriber has received and read a copy of the confidential Private Placement Memorandum of Energy Capital Partners IIIthe Partnership dated July 28, LP 2014 (as amended, restated or amended and supplemented on or prior to the initial acceptance date for this subscription, the “Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”), this Subscription Agreement and the copy of the Partnership Agreement provided to the Subscriber before the General Partner’s initial acceptance of any of the Subscriber’s requested capital commitment amount (collectively, the “Offering Materials”), ) as well as Form ADV Part 2A 2 for Energy Capital Francisco Partners Management, LPL.P., and the Subscriber has relied on nothing other than the Offering Materials, its own diligence and its own professional advisors Materials in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Partnership and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the General Partner, its affiliates Partner and/or the Partnership to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, and believes that an investment in the Interests is suitable and appropriate for the Subscriber. The Offering Materials do not comprise, and may not be construed as comprising, any solicitation of any proxy, any procurement, withholding, or revocation of any proxy, or any other action in respect of any proxy.
Appears in 1 contract
Samples: Subscription Agreement
Offering Materials and Other Information. The Subscriber has received and read a copy of the confidential Private Placement Memorandum of Energy Capital Partners IIIthe Partnership dated June, LP 2017 (as amended, restated or amended and supplemented on or prior to the initial acceptance date for this subscription, the “"Private Placement Memorandum”) and the confidential Project Royal Co-Investment Opportunity presentation regarding the Volt co-investment opportunity (as amended, restated or supplemented on or prior to the acceptance date for this subscription, the “Co-Investment Memorandum”"), this Subscription Agreement and the copy of the Partnership Agreement provided to the Subscriber before the General Partner’s 's initial acceptance of any of the Subscriber’s 's requested capital commitment amount (collectively, the “"Offering Materials”), ") as well as Form ADV Part 2A 2 for Energy Capital Partners ManagementXxxxxxxxx Real Estate Management Company, LPL.P., and the Subscriber has relied on nothing other than the Offering Materials, its own diligence and its own professional advisors Materials in deciding whether to make an investment in the Partnership. The Subscriber understands that the Offering Materials contain materials that speak only as of their respective dates and that the information therein has not been updated through the date of this Subscription Agreement. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Partnership and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the General Partner, its affiliates Partner and/or the Partnership to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s 's own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Interests and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Interests, and believes that an investment in the Interests is suitable and appropriate for the Subscriber. The Offering Materials do not comprise, and may not be construed as comprising, any solicitation of any proxy, any procurement, withholding, or revocation of any proxy, or any other action in respect of any proxy.
Appears in 1 contract
Samples: Subscription Agreement