Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows:
(a) The Participant's execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity.
(b) The Participant understands that the Class B-1 Interests being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities A...
Representations and Warranties of the Participant. The Participant represents and warrants to the Grantor that as of the date of this Agreement and every day thereafter:
(a) it has the full power and authority to enter into, has authorised and has obtained all necessary consents for the execution by it of, and performance by it under, this Agreement and that its obligations hereunder are legal, valid and binding upon it;
(b) the execution, delivery and performance of this Agreement has not resulted in and will not result in a breach of any provision of, or constitute a default under:
(i) its constitutional or governing documents; or
(ii) any statute, law, order, rule or regulation of any relevant governmental authority or agency;
(c) no registration with, or consent or approval of, or any other action by any governmental authority or agency or other person is required to be carried out, obtained or requested in connection with the execution, delivery and performance of this Agreement, which has not been already obtained;
(d) it is entering into this Participation Agreement for its own account and not as a record owner in its capacity as agent, representative or nominee on behalf of one or more beneficial owners, and upon consummation of the transaction contemplated hereby, it will be the sole record and beneficial owner of the rights granted hereunder;
(e) it acknowledges that the Company seeks to comply with all applicable anti-money laundering laws and regulations, and that it does not know or have any reason to suspect that: (A) any part of the funds used by the it to pay the Participation Amounts has been, or shall be, directly or indirectly derived from, or related to, any activity that may contravene United States federal, state, or non-United States laws and regulations, including anti-money laundering laws and regulations; and (B) the proceeds from the Participation will be used to finance any illegal activities;
(f) it does not appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury and, to the best knowledge of its based on application of anti-money laundering policies and procedures applicable to it and its affiliates, no person having a direct or indirect beneficial interest in its interest in the Participation appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury;
(g) it has not nor has any...
Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as of the date of this RSU Award Agreement as follows:
Representations and Warranties of the Participant. The Participant represents, warrants and covenants that:
Representations and Warranties of the Participant. The Participant represents and warrants to the Company that, as of the time the Participant becomes a party to this Agreement:
(a) this Agreement (or the separate Joinder Agreement executed by the Participant) has been duly and validly executed and delivered by the Participant and this Agreement constitutes a legal and binding obligation of the Participant, enforceable against the Participant in accordance with its terms; and
(b) the execution, delivery and performance by the Participant of this Agreement and the consummation by the Participant of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any Law applicable to it, or (ii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which the Participant is a party or by which the Participant is bound, except for such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Participant’s ability to perform its obligations hereunder.
Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows.
Representations and Warranties of the Participant. Except as prohibited by any federal or state securities law or regulation, the Participant hereby makes the following representations and warranties with the intent and understanding that they will be relied upon by the Trust and the Portfolio in determining whether to sell Interests to the Participant.
1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended.
2. The Participant understands and agrees that the Interests have not been registered and will not be registered under the Securities Act of 1933, as amended, or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act.
3. The Participant acknowledges that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum") and of the Declaration of Trust and By-Laws. The Participant has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material to a decision to purchase the Interests.
4. The Interests subscribed for will be acquired solely by and for the account of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests.
5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio have been made to the Participant in respect thereof.
6. The Participant agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request....
Representations and Warranties of the Participant. The Participant represents and warrants to Management LLC and its Affiliates as of the date hereof that:
Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as of the date of this RSU Award Agreement as follows:
1. The Participant's domicile is the State of California, all discussions related to this Agreement, the RSUs, and the offer and acceptance of this RSU Award Agreement, and the RSUs granted hereunder, occurred in the State of California.
2. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of the investment to be made by the Participant hereunder. The Participant understands and has taken cognizance of all the risk factors related to the investment in the RSUs.
3. The Participant is acquiring the RSUs for his or her own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.
4. The Participant understands that (i) the RSUs have not been, and any Shares received in respect of RSUs will not be, registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, (ii) the RSUs and any Shares received in respect of RSUs may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except: (a) to the Company or a subsidiary thereof, (b) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (c) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (a) and (c) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effect, (iii) the availability of an exemption from registration may depend on factors over which the Participant has no control, that unless so registered or exempt from registration the RSUs and any Shares received in respect of RSUs may be required to be held for an indefinite period and (iv) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the RSUs or any Shares received in respect of RSUs.
5. The Participant understands that an exemption from registratio...
Representations and Warranties of the Participant. The Participant hereby represents and warrants that, (a) the Participant has not received any test result indicating that the Participant is a carrier of the rapidly spreading and extremely contagious COVID-19 coronavirus disease and any mutations and/or derivatives thereof together with any infections or other illnesses related thereto or resulting therefrom (collectively, “COVID-19”), whether or not symptomatic, (b) the Participant is not experiencing any symptoms of COVID19 as of the date hereof, including, but not limited to, shortness of breath, chest pain, loss of taste or smell, coughing, fever and tiredness (collectively, the “Symptoms”), (c) the Participant has not knowingly been in contact with anyone who has (or who the Participant has any reason to believe may have) tested positive for or experienced symptoms of COVID-19 including, but not limited to, the Symptoms, (d) no person with whom the Participant expects to come into contact during the four weeks following the Event Date has or will have any underlying medical conditions or other issue that puts such person at greater risk of contracting COVID-19 and experiencing the Symptoms, the Xxxxx or the Carrier Risk (each as defined below) or any other xxxxx, dangers or risks associated with COVID-19,
(e) the Participant has consulted with (or, alternatively, has been afforded the opportunity, and has decided, in his, her or its sole determination not to consult with) a licensed physician or other medical professional with respect to all of the risks, dangers and Xxxxx associated with the Covered Matters (as defined below) due to the COVID-19 pandemic and has not been advised by any licensed physician or other medical professional not to attend any of the Activities, (f) any and all Reports (as defined below) delivered by the Participant to the Company on or prior to the date hereof are accurate, true and complete, (g) the Participant has been given ample opportunity to read, and has carefully read, this entire Agreement, (h) the Participant has the full right, power and authority to enter into this Agreement, (i) the Participant certifies that he, she or it has made such an investigation into the facts pertinent to this Agreement and of all matters pertaining thereto as it has deemed necessary, that the Participant fully understands the contents of this Agreement, that the Participant is of sound mind and that the Participant intends to be legally bound by this Agreement, (j) the Participant is ...
