Common use of Representations and Warranties; Additional Information Clause in Contracts

Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in this Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and the Tax Forms are true and correct on the date hereof and will be true and correct as of each date, if any, that the General Partner accepts this Subscription Agreement, in whole or in part. The Subscriber covenants and agrees to notify the General Partner promptly of any change that may cause any answer, statement or information set forth in this Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and/or the Tax Forms to become untrue or misleading in any material respect, and to provide such additional information that the General Partner requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold an Interest or participate in certain Partnership investments, (ii) the Partnership’s or the General Partner’s compliance with applicable regulatory (including anti-money laundering, economic sanctions, anti-bribery or anti-boycott law, tax and ERISA) requirements or (iii) the Partnership’s tax status. The Subscriber also covenants and agrees to provide the Partnership all information that otherwise may be reasonably requested by the General Partner in connection with compliance with applicable law by the General Partner, the Partnership, Volt, and their respective affiliates, including, without limitation, all applicable anti-money laundering, economic sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement that have been clearly and conspicuously marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the General Partner on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement in any manner from the version initially received by the Subscriber. The Subscriber acknowledges that it participated in, or had the meaningful opportunity to participate in, the negotiations and drafting of this Subscription Agreement. In the event an ambiguity or question of intent or interpretation arises, this Subscription Agreement shall be construed to be the product of meaningful negotiations between the General Partner and the Subscriber and no presumption or burden of proof shall arise favoring or disfavoring either of them by virtue of the authorship of any of the provisions of this Subscription Agreement. The Subscriber acknowledges and agrees that the General Partner will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Partnership or the General Partner by or on behalf of the Subscriber.

Appears in 3 contracts

Samples: Subscription Agreement (Canada Pension Plan Investment Board), Subscription Agreement (Energy Capital Partners Iii, Lp), Subscription Agreement (BlackRock Inc.)

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Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in this any Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and the Tax Forms Document are true and correct on the date hereof and hereof, will be true and correct as of each the date, if any, that the General Partner Company accepts this Subscription Agreement, in whole or in part, and will remain true and accurate for so long as the Subscriber holds Shares in the Company. The Subscriber covenants and agrees to notify the General Partner Company and Adviser promptly of any change that may cause any answer, statement or information set forth in this any Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and/or the Tax Forms Document to become untrue or misleading in any material respect, and to promptly provide such additional information that the General Partner Company requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold an Interest or participate in certain Partnership investmentsShares, (ii) the PartnershipCompany’s or the General PartnerAdviser’s compliance with applicable regulatory (including anti-money laundering, economic sanctions, anti-bribery or anti-boycott law, tax and ERISA) requirements or (iii) the PartnershipCompany’s tax status. The Subscriber acknowledges and agrees that the Company intends to continue to rely upon the answers, statements and/or information set forth in the Subscription Documents, including Section 12(j), until notified by the Subscriber of any change thereto. The Subscriber also covenants and agrees to provide the Partnership Company with all information that otherwise may be reasonably requested by the General Partner Company in connection with compliance with applicable law by the General PartnerCompany, the Partnership, VoltAdviser, and their respective affiliates, including, without limitation, including all applicable anti-money laundering, economic sanctionsanti-terrorist financing, Sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to this any Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement Document that have been clearly and conspicuously marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the General Partner Company on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement Agreement or the Anti-Money Laundering & Know Your Customer Supplement any other Subscription Document in any manner from the version initially received by the Subscriber. The Subscriber acknowledges that it participated inCompany may agree to waive, modify or had limit the meaningful opportunity applicability and/or scope of any representation, agreement or covenant contained in any Subscription Document, and any obligation(s) related thereto, with respect to participate in, the negotiations any Person and drafting of this Subscription Agreement. In the event an ambiguity any such agreement shall not be a side letter or question of intent or interpretation arises, this Subscription Agreement shall be construed to be the product of meaningful negotiations between the General Partner and the Subscriber and no presumption or burden of proof shall arise favoring or disfavoring either of them by virtue similar agreement for purposes of the authorship of any of the provisions of this Subscription AgreementCompany Documents. The Subscriber acknowledges and agrees that the General Partner Company Vista Credit Strategic Lending Corp. will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Partnership Company or the General Partner Adviser by or on behalf of the Subscriber.

Appears in 2 contracts

Samples: Subscription Agreement (Vista Credit Strategic Lending Corp.), Subscription Agreement (Vista Credit Strategic Lending Corp.)

Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in this Subscription Agreement, Agreement (including the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement Statement and the Tax Forms Forms) are true and correct on the date hereof and will be true and correct as of each the date, if any, that the General Partner accepts this Subscription Agreement, in whole or in part. The Subscriber covenants and agrees to notify the General Partner promptly of any change that may cause any answer, statement or information information' set forth in this Subscription Agreement, Agreement (including the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and/or Statement and the Tax Forms Forms) to become untrue or misleading in any material respect, and to provide such additional information that the General Partner requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold an Interest or participate in certain Partnership investments, (ii) the Partnership’s 's or the General Partner’s 's compliance with applicable regulatory (including anti-money laundering, economic sanctions, anti-bribery or anti-boycott law, tax and ERISAtax) requirements or (iii) the Partnership’s 's tax status. The Subscriber also covenants and agrees to provide the Partnership all information that otherwise may be reasonably requested by the General Partner in connection with compliance with applicable law by the General Partner, the Partnership, Volt, its J Portfolio Companies and their respective affiliates, including, without limitation, all applicable anti-money laundering, economic sanctions, anti-bribery and anti-boycott laundering laws and regulationsregulations and all applicable laws, rules and regulations relating to FA TCA. The Subscriber further represents and warrants that, except for any alterations to this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement Agreement that have been clearly and conspicuously marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the General Partner on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement Agreement in any manner from the version initially received by the Subscriber. The Subscriber acknowledges that it participated in, or had the meaningful opportunity to participate in, the negotiations and drafting of this Subscription Agreement. In the event an ambiguity or question of intent or interpretation arises, this Subscription Agreement shall be construed to be the product of meaningful negotiations between the General Partner and the Subscriber and no presumption or burden of proof shall arise favoring or disfavoring either of them by virtue of the authorship of any of the provisions of this Subscription Agreement. The All representations, warranties, covenants and agreements of the Subscriber acknowledges and agrees that the General Partner will rely on the Tax Forms set forth in this Subscription Agreement or in any writing or certificate delivered in connection with this Subscription Agreement shall survive without limitation (including any Tax Forms delivered by the acceptance of the Subscriber in as a limited partner of the future) provided to Partnership, the cessation of the Subscriber as a limited partner of the Partnership or and the General Partner by or on behalf dissolution of the SubscriberPartnership).

Appears in 1 contract

Samples: Agreement

Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in this any Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and the Tax Forms Document are true and correct on the date hereof and hereof, will be true and correct as of each the date, if any, that the General Partner Company accepts this Subscription Agreement, in whole or in part, and will remain true and accurate for so long as the Subscriber holds Shares in the Company. The Subscriber covenants and agrees to notify the General Partner Company and Adviser promptly of any change that may cause any answer, statement or information set forth in this any Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement and/or the Tax Forms Document to become untrue or misleading in any material respect, and to promptly provide such additional information that the General Partner Company requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold an Interest or participate in certain Partnership investmentsShares, (ii) the PartnershipCompany’s or the General PartnerAdviser’s compliance with applicable regulatory (including anti-money laundering, economic sanctions, anti-bribery or anti-boycott law, tax and ERISA) requirements or (iii) the PartnershipCompany’s tax status. The Subscriber acknowledges and agrees that the Company intends to continue to rely upon the answers, statements and/or information set forth in the Subscription Documents, including Section 12(j), until notified by the Subscriber of any change thereto. The Subscriber also covenants and agrees to provide the Partnership Company with all information that otherwise may be reasonably requested by the General Partner Company in connection with compliance with applicable law by the General PartnerCompany, the Partnership, VoltAdviser, and their respective affiliates, including, without limitation, including all applicable anti-money laundering, economic sanctionsanti-terrorist financing, Sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to this any Subscription Agreement, the Power of Attorney, the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement Document that have been clearly and conspicuously marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the General Partner Company on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement, the Power of Attorney, the Investor Qualification Statement Agreement or the Anti-Money Laundering & Know Your Customer Supplement any other Subscription Document in any manner from the version initially received by the Subscriber. The Subscriber acknowledges that it participated inCompany may agree to waive, modify or had limit the meaningful opportunity applicability and/or scope of any representation, agreement or covenant contained in any Subscription Document, and any obligation(s) related thereto, with respect to participate in, the negotiations any Person and drafting of this Subscription Agreement. In the event an ambiguity any such agreement shall not be a side letter or question of intent or interpretation arises, this Subscription Agreement shall be construed to be the product of meaningful negotiations between the General Partner and the Subscriber and no presumption or burden of proof shall arise favoring or disfavoring either of them by virtue similar agreement for purposes of the authorship of any of the provisions of this Subscription AgreementCompany Documents. The Subscriber acknowledges and agrees that the General Partner Company will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Partnership Company or the General Partner Adviser by or on behalf of the Subscriber.. Vista Credit Strategic Lending Corp.

Appears in 1 contract

Samples: Subscription Agreement (Saudi National Bank)

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Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in this Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement Statement and the Tax Forms are true and correct on the date hereof and will be true and correct as of each date, if any, that the General Partner accepts this Subscription Agreement, in whole or in part. The Subscriber covenants and agrees to notify the General Partner promptly of any change that may cause any answer, statement or information set forth in this Subscription Agreement, the Investor Qualification Statement, the Anti-Money Laundering & Know Your Customer Supplement Statement and/or the Tax Forms to become untrue or misleading in any material respect, and to provide promptly such additional information that the General Partner requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold an Interest or participate in certain Partnership investments, (ii) the Partnership’s 's or the General Partner’s 's compliance with applicable regulatory (including anti-money laundering, economic sanctions, anti-bribery or anti-boycott law, tax and ERISA) requirements or (iii) the Partnership’s 's tax status. The Subscriber acknowledges and agrees that the General Partner may continue to rely upon the answers, statements and/or information set forth in this Subscription Agreement, the Investor Qualification Statement and/or the Tax Forms, including Section 4(g), until notified by the Subscriber of any change thereto. The Subscriber also covenants and agrees to provide the Partnership all information that otherwise may be reasonably requested by the General Partner in connection with compliance with applicable law by the General Partner, the Partnership, Volt, its Portfolio Companies and their respective affiliates, including, without limitation, all applicable anti-money laundering, economic sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to this Subscription Agreement, the Power of Attorney, Agreement or the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement that have been clearly and conspicuously marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the General Partner on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement, the Power of Attorney, Agreement or the Investor Qualification Statement or the Anti-Money Laundering & Know Your Customer Supplement in any manner from the version initially received by the Subscriber. The Subscriber acknowledges that it participated in, or had the meaningful opportunity to participate in, the negotiations and drafting of this Subscription Agreement. In the event an ambiguity or question of intent or interpretation arises, this Subscription Agreement shall be construed to be the product of meaningful negotiations between the General Partner and the Subscriber and no presumption or burden of proof shall arise favoring or disfavoring either of them by virtue of the authorship of any of the provisions of this Subscription Agreement. The General Partner may agree to waive, modify or limit the applicability and/or scope of any representation, agreement or covenant contained in any Subscription Agreement or Investor Qualification Statement, and any obligation(s) related thereto, to any Person and any such agreement shall not be a side letter or similar agreement for purposes of Section 13.9 of the Partnership Agreement. The Subscriber acknowledges and agrees that the General Partner will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Partnership or the General Partner by or on behalf of the Subscriber.

Appears in 1 contract

Samples: jsg.legis.state.pa.us

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