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Representations Warranties Covenants and Acknowledgements Sample Clauses

Representations Warranties Covenants and Acknowledgements. Executive hereby represents, warrants, covenants, and acknowledges to Company as follows:
Representations Warranties Covenants and Acknowledgements. 3.1 Each of the Sellers represents and warrants (provided, however, that: Xxxxxxxx also represents and warrants in respect of Xxxxxxxx Trust; Xxxxx also represents and warrants in respect of Xxxxxxx Trust; Xxxxxxx also represents and warrants in respect of Xxxxx Trust; and each of Xxxxx Trust, Xxxxxxx Trust, Xxxxxxxx, Xxxxxxxx Trust, Xxxxxx and Hum also represents and warrants in respect of Holdco) that he/she/it has not transferred/assigned all or any portion of his/her/its right, title and interest in and to the Short Term Earn-Out and/or Long Term Earn-Out and that no Person has any oral or written agreement, option, right, privilege or any other right, commitment or arrangement of any character capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for any right, title or interest in and to his/her/its right to the Short Term Earn-Out and/or Long Term Earn-Out. 3.2 The Sellers acknowledge and agree that each of the representations and warranties provided in this Article 3 of this Agreement shall be deemed to be a representation and warranty as contemplated in section 3.2 of the Share Purchase Agreement and that a breach of any such representation and warranty shall be deemed to be a breach of a representation and warranty as contemplated in the Share Purchase Agreement. 3.3 Each of the Sellers represents and warrants that as of the date of this Agreement, he/she/it has not received nor has such Seller been entitled to receive any actual payments from the Buyer in respect of the Short Term Earn-Out or Long Term Earn-Out. 3.4 Holdco (and each of Xxxxx Trust, Xxxxxxx Trust, Xxxxxxxx, Xxxxxxxx Trust, Xxxxxx and Hum in respect of Holdco) represents, warrants and covenants, as applicable, that: (a) as of the date hereof, the following are the shareholders of Holdco: The Xxxxx Spousal Trust The Xxxxxxx Spousal Trust Xxx Xxxxxxxx The Xxx Xxxxxxxx Family Trust Xxxxx Xxxxxx Xxxxxx Hum Xxxx Xxxxxx Xxxxxxx Xxxxx-Xxxxxxx Xxxxxxxxx Constable Xxxxx Xxxxxxxx Xxxx Xxxxxx; and (b) prior to June 30, 2012, there will be no new shareholders of Holdco without the prior written consent of the Buyer, such consent not to be unreasonably withheld. 3.5 Each Seller represents and warrants that he/she/it: (a) has had independent legal advice of his/her/its choosing or has waived the right to do so; (b) has read this Agreement in its entirety and has full knowledge of the contents; (c) understands his/her/its respective rights and obligations ...
Representations Warranties Covenants and AcknowledgementsThe Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Partnership, the General Partner and the Manager as follows as at the date hereof and as at the date of issuance of any Units to the Subscriber:
Representations Warranties Covenants and Acknowledgements. By executing this subscription agreement, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company as follows: (a) The undersigned has been provided access to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) and all subsequent reports and proxy statements filed by the Company thereafter pursuant to Section 13(a) or 14(a) of the Securities Exchange Act of 1934 (“SEC Reports”) through the SEC’s XXXXX system. In addition, the undersigned has obtained such information regarding the Company as the undersigned has reasonably requested, and, particularly, the undersigned has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the purchase of the Shares and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied. (b) In determining to purchase Shares, the undersigned has relied solely upon the advice of the undersigned’s legal counsel and accountants or other financial advisors with respect to the financial, tax, and other considerations relating to the purchase of Shares. (c) The undersigned was not offered nor sold Shares directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to (i) any advertisement, article, notice, or other communication published in a newspaper, magazine, or similar medium of communication or broadcast over television or radio; or (ii) to the knowledge of the undersigned, any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The undersigned (i) can bear the economic risk of the investment in the Shares, including the total loss of the undersigned’s investment; and (ii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. (e) The undersigned understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the ...
Representations Warranties Covenants and AcknowledgementsThe Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Fund, the Trustee, the Manager and the Placement Agent as follows as at the date hereof, as at the date of issuance of any Subscription Receipts and as at the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units, the “Securities”): the investment objective of the Fund is to provide unitholders of the Fund with long-term capital appreciation through exposure to the returns of Conversus Stepstone Private Markets Feeder Ltd. (the “Cayman Fund”), which in turn provides exposure to the returns of Conversus StepStone Private Markets (the “Delaware Master Fund”, and, together with the Cayman Fund, the “Underlying Funds” or each, an “Underlying Fund”); the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss of such investment; unless otherwise agreed to in writing by the Manager, the Subscriber is not:
Representations Warranties Covenants and Acknowledgements. (a) The Parties represent and warrant that in entering into this Settlement Agreement they have had a full and adequate opportunity to explore and understand the Released Claims, that they have been represented by an attorney in entering into this Settlement Agreement or have had the opportunity to be represented by an attorney, that they are sophisticated Parties, and that in entering into this Settlement Agreement they are not relying in any way upon any statements, claims, representations, pleadings or other information provided or derived directly or indirectly from any other Party or any other Party’s agent except to the extent that such information is set forth explicitly as a Representation and Warranty in this Settlement Agreement. (b) The Parties represent and warrant that they have not filed, and are unaware of any other person or entity filing on their behalf or on behalf of the Flood/Kings Fair Releasing Parties or the Oak Ridge/Newmark/Prescient SP Releasing Parties, any Claim as defined in Sections 2(a) or 2(b) above in any federal, state or foreign court, agency or other tribunal of any type whatsoever. The Parties covenant and agree that they will not encourage any person or entity to institute any such Claim against any other Party. (c) The Parties represent and warrant that no other person or entity has, or has had, any interest in the Claims, demands, obligations, or causes of action released in this Settlement Agreement. (d) The Parties represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of any of the Claims, demands, obligations or causes of action released in this Settlement Agreement. (e) The individuals executing this Settlement Agreement represent and warrant that they have obtained the requisite authority to enter into this Settlement Agreement, and to bind the Parties to the terms hereof. (f) Flood specifically represents and warrants that he is the majority owner of Kings Fair, that he has control of Kings Fair, and that he has the authority to enter into this Settlement Agreement on behalf of Kings Fair. (g) Flood and Kings Fair specifically represent and warrant that other than then transactions completed through this Settlement Agreement or any sales, assignments, transfers, dispositions, encumbrances or offers that have since been reversed, voided, or otherwise, as of the day preceding the Effective Date, have been made of no legal, equitable or binding effect, they have not s...
Representations Warranties Covenants and Acknowledgements. 37 8. REGULATORY APPROVAL 41 9. BREACHES; REMEDIES 41
Representations Warranties Covenants and AcknowledgementsThe Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Fund, the Trustee, the Manager and the Agent as follows as at the date hereof, as at the date of issuance of any Subscription Receipts and as at the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units, the “Securities”): the investment objective of the Fund is to provide Unitholders with superior returns and to achieve capital growth over the medium and long-term by investing in private equity through exposure to the returns of Partners Group Global Value SICAV, a company organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and qualifies as a société d’investissement à capital variable (SICAV) (the “Master Fund”); the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss of such investment; unless otherwise agreed to in writing by the Manager, the Subscriber is not:
Representations Warranties Covenants and Acknowledgements. As an inducement to the Company to accept this Subscription and Capital Commitment Agreement, the Subscriber hereby represents, warrants and, if applicable, covenants to the Company and the Investment Manager, as follows: (a) The Subscriber, if an entity: (i) is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to execute and deliver this Subscription and Capital Commitment Agreement and each other document required to be executed and delivered by the Subscriber pursuant to the Company Documents; (iii) represents that the execution and delivery of this Subscription and Capital Commitment Agreement and such other documents and the performance of the Subscriber’s obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized; and (iv) represents that the person signing this Subscription and Capital Commitment Agreement on behalf of the Subscriber has been duly authorized to execute and deliver this Subscription and Capital Commitment Agreement and each other document required to be executed and delivered by the Subscriber pursuant to the Company Documents. (b) The Subscriber, if a natural person: (i) is at least 21 years of age; and (ii) has all requisite legal capacity to acquire and hold Shares and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Subscriber pursuant to the Company Documents. (c) The Subscriber is either: (i) acquiring the Shares for which the Subscriber has hereby subscribed for the Subscriber’s 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 thereof, in whole or in part, and no other entity or natural person (“Person”) has a direct or indirect beneficial interest in the Shares (including, without limitation, an economic interest arising out of a structured note, swap or similar transaction entered into between the Subscriber and any other Person with respect to which the Company constitutes any component of the underlying reference asset); or (ii) subscribing as a nominee or financial intermediary for Person(s) acquiring an economic interest in the Company, as a swap counterparty under a swap or as an issuer of an investment incorporating the Company as any component of its reference asset, in which case all representations, warranties, acknowledge...
Representations Warranties Covenants and Acknowledgements. Deleted: Representations and Warranties of Buyer