REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH. LIMITED PARTNER The signatory Limited Partner represents, warrants and covenants to the Fund and General Partner as follows: It understands that the offering is being made without registration of the Interests under the Securities Act of 1933, as amended, or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “Accredited Investors” and/or "Qualified Purchasers" (as defined in Section 3(c)(7) of the Investment Company Act of 1940, as amended, and Rule 501 of Regulation D under the Securities Act). It irrevocably offers to subscribe for and agrees to purchase from the Fund Interests in the Fund, which interests shall be issued in accordance with the terms of the Agreement, for the total commitment amount indicated on the Limited Partner’s signature page of the Agreement, which shall become contractually binding upon acceptance by the Fund in its sole discretion. It agrees to become a Limited Partner of the Fund upon acceptance of the Agreement by General Partner, which acceptance is subject to the discretion of General Partner. It is duly authorized and qualified to become a Limited Partner, and the person(s) executing the Agreement on behalf of the Limited Partner has been duly authorized to execute and deliver the Agreement on behalf of the Limited Partner. The Limited Partner has the full power and authority to execute, deliver and perform its obligations under the Agreement, and to subscribe for the Interests. The Agreement is its legal, valid and binding obligations, enforceable against it in accordance with their respective terms. It is acquiring the Interests for its own account, for investment purposes only, not as a nominee or financial intermediary and not with a view to or for the resale or distribution, and no other person has a direct or indirect beneficial interest therein. It has: (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Fund; and (ii) obtained, in its judgment, sufficient information to evaluate the merits and risks of such investment. The execution and delivery of the Agreement by it, the consummation of the transactions contemplated hereby and thereby, and the performance of its obligations under the Agreement do not and will not conflict with, or result in any violation of or default under, any provision of any charter, bylaws, trust agreement, partnership agreement or other governing instrument applicable to it, or any agreement or other instrument to which it is a party or by which it or any of its properties are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to it or its business or properties.
Appears in 2 contracts
Samples: Cornerstone Agreement, Cornerstone Agreement
REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH. LIMITED PARTNER The signatory Limited Partner represents, warrants and covenants to the Fund and General Partner as follows: It understands that the offering is being made without registration of the Interests under the Securities Act of 1933, as amended, or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “Accredited Investors” and/or "Qualified Purchasers" (as defined in Section 3(c)(7) of the Investment Company Act of 1940, as amended, and Rule 501 of Regulation D under the Securities Act). It irrevocably offers to subscribe for and agrees to purchase from the Fund Interests in the Fund, which interests shall be issued in accordance with the terms of the Agreement, for the total commitment amount indicated on the Limited Partner’s signature page of the Agreement, which shall become contractually binding upon acceptance by the Fund in its sole discretion. It agrees to become a Limited Partner of the Fund upon acceptance of the Agreement by General Partner, which acceptance is subject to the discretion of General Partner. It is duly authorized and qualified to become a Limited Partner, and the person(s) executing the Agreement on behalf of the Limited Partner has been duly authorized to execute and deliver the Agreement on behalf of the Limited Partner. The Limited Partner has the full power and authority to execute, deliver and perform its obligations under the Agreement, and to subscribe for the Interests. The Agreement is its legal, valid and binding obligations, enforceable against it in accordance with their respective terms. It is acquiring the Interests for its own account, for investment purposes only, not as a nominee or financial intermediary and not with a view to or for the resale or distribution, and no other person has a direct or indirect beneficial interest therein. It has: (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Fund; and (ii) obtained, in its judgment, sufficient information to evaluate the merits and risks of such investment. The execution and delivery of the Agreement by it, the consummation of the transactions contemplated hereby and thereby, and the performance of its obligations under the Agreement do not and will not conflict with, or result in any violation of or default under, any provision of any charter, bylaws, trust agreement, partnership agreement or other governing instrument applicable to it, or any agreement or other instrument to which it is a party or by which it or any of its properties are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to it or its business or properties.
Appears in 2 contracts
Samples: Cornerstone Agreement, Cornerstone Agreement
