Other Representations and Warranties of Executive Sample Clauses

Other Representations and Warranties of Executive. Executive represents and warrants to the Company and its Subsidiaries as follows:
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Other Representations and Warranties of Executive. Executive hereby further represents and warrants to the Company that: (i) Executive is an officer or employee of Nuveen or one of its Subsidiaries; (ii) Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive; (iii) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, and an offering summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Units being issued hereunder; (iv) Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act; (v) Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such registration is available; (vi) Executive acknowledges that the Purchased Units are subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, and the Registration Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, and the Regist...
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Other Representations and Warranties of Executive. (A) Executive is an officer or employee of Nuveen or one of its Subsidiaries; (B) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Executive Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, a summary of the Class B Unit Terms (including exhibits thereto) and related documentation) as Executive may have requested in making his, her or its decision to invest in the Executive Units being issued hereunder; (C) Executive acknowledges that the Executive Units are subject to the restrictions contained in the LLC Agreement, the Registration Agreement, and the Unitholders Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Registration Agreement and the Unitholders Agreement; (D) Executive will not sell or otherwise transfer Executive Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of Executive Units by Executive or subsequent holders of Executive Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement, and the Unitholders Agreement; (E) Executive acknowledges that any certificate representing Executive Units shall include such legend(s) as the Company determine are necessary or advisable regarding any restrictions contained in this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement, or any other agreement with respect to which Executive is a party or is bound; (F) Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement, and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party have been duly authorized by Executive; (G) Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Executive Units pursuant ...
Sample 1

Related to Other Representations and Warranties of Executive

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • Representations and Warranties of Employee Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Executive The Executive represents and warrants to the Company as follows: (a) This Agreement, upon execution and delivery by the Executive, will be duly executed and delivered by the Executive and (assuming due execution and delivery hereof by the Company) will be the valid and binding obligation of the Executive enforceable against the Executive in accordance with its terms. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the performance of this Agreement in accordance with its terms and conditions by the Executive (i) requires the approval or consent of any governmental body or of any other person or (ii) conflicts with or results in any breach or violation of, or constitutes (or with notice or lapse of time or both would constitute) a default under, any agreement, instrument, judgment, decree, order, statute, rule, permit or governmental regulation applicable to the Executive. Without limiting the generality of the foregoing, the Executive is not a party to any non-competition, non-solicitation, no hire or similar agreement that restricts in any way the Executive’s ability to engage in any business or to solicit or hire the employees of any person. The representations and warranties of the Executive contained in this Section 9 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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