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. 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 Acknowledgements. (a) Subscriber represents and warrants to MBSA that its use of the ATS will comply with: (i) all Applicable Law; and (ii) the Trading Rules. Without limitation of the foregoing, Subscriber represents and warrants that, if Subscriber uses the ATS to effect transactions: (A) in securities that Subscriber or its affiliates issued or, (B) if Subscriber is a broker- dealer, investment manager or investment adviser and are acting on behalf of a customer, in securities which the customer or the customer’s affiliate issued, such transactions will comply with Applicable Law regarding transactions in securities by issuers and affiliates. Subscriber further represents and warrants to MBSA that if Subscriber effects any Transactions through MBSA on behalf of any account subject to the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) or Paragraph 4975 of the Internal Revenue Code of 1986, as amended (“Code”), such Transactions will not be a prohibited transaction for the purpose of ERISA or the Code for which no exemption is available. If Subscriber is a broker-dealer, investment manager, or investment adviser, and Subscriber uses the ATS and executes Transactions for its customers’ benefit and account, MBSA acknowledge that Subscriber is acting as agent for such customers, and not as principal, in connection with Transactions that Subscriber execute through the ATS, that this Agreement governs only access to and use of the ATS, and any Transactions executed by Subscriber on its own behalf or on behalf of others will be governed by such applicable agreements as may exist with respect thereto. Subscriber represents and warrants that Subscriber has full authority to sign this Agreement, and to use the ATS and execute Transactions, on behalf of such customers. (b) With respect to any Transaction Data or other information that MBSA or any third-party service provider provides to Subscriber in connection with the use of the ATS: Subscriber represents and warrants that (i) Subscriber will use such Transaction Data or information solely for the purposes set forth in this Agreement; (ii) such Transaction Data or information is proprietary to MBSA and any such provider and Subscriber will not retransmit or disclose such data or information to third parties except as required by Applicable Law; (iii) Subscriber will use such Transaction Data or information solely in compliance with Applicable Law and exclusively for the purpose of carrying out trading and ...

Representations Warranties Covenants and Acknowledgements. The 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 Subscription Receipts and the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units, together with the Interest, the “Securities”):

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 Acknowledgements. The 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. The 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. (Forming a part of the terms and conditions of the transaction) (A) The Holder represents and warrants to the Company that: (i) it holds the number of Warrants or Warrant Shares indicated in Box B of this Warrant Letter of Transmittal (the “Scheduled Warrants”) and the Scheduled Warrants constitute all of the Warrants or Warrant Shares held by it; (ii) it is the record and beneficial owner of the Scheduled Warrants free and clear of all Liens; (iii) there are no voting trusts, irrevocable proxies or other Contracts or understandings to which the it is a party or is bound with respect the Scheduled Warrants; its part; (iv) this Warrant Letter of Transmittal has been duly authorized and approved by all necessary action on (v) this Warrant Letter of Transmittal has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and other similar Laws affecting the rights and remedies of creditors generally and general principles of equity; (vi) neither the execution and the delivery of this Warrant Letter of Transmittal nor compliance with any of the provisions hereof will (a) violate any Law to which it is subject or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, permit, certificate, order, injunction, judgment, ruling or other arrangement to which it is a party or by which it is bound or to which any of its assets, including the Scheduled Warrants, are subject; (vii) it does not own any Warrants or Warrant Shares other than the Scheduled Warrants and does not have other rights to purchase or otherwise receive shares of Common Stock of the Company; and (viii) it has consulted, or had the opportunity to consult, with its legal counsel or other advisors with respect to, and fully understands the meaning and intent of, this Warrant Letter of Transmittal, including, but not limited to, the final and binding effect of this Warrant Letter of Transmittal, the surrender of the Scheduled Warrants and the acknowledgments, releases, waivers and appointments contained herein. (B) The Holder understands, acknowledges and agrees that: (i) (a) its surrender of the Scheduled Warrants will not be accepted until this Warrant Letter of Trans...

Representations Warranties Covenants and Acknowledgements. 1.1 The Subscriber (and in the case of joint Subscribers, each of them): (a) confirms that (i) it has received, read, fully considered and understands the Memorandum and (ii) it is making this application for Participating Shares on the terms of the Memorandum and subject to the provisions of the memorandum and articles of association of the Fund (the Articles), and (iii) it undertakes to observe and be bound by the provisions of the Articles, as amended from time to time; (b) confirms that (i) it is applying for Participating Shares on the basis of the information contained in the Memorandum and that it has not relied on any representations or statements made or information provided by any person in relation to the Fund other than the information contained in the Memorandum, (ii) copies of all material contracts described in the Memorandum together (where applicable) with the most recent annual report and accounts of the Fund have been made available to it, and (iii) it has been given the opportunity to verify and to clarify any information contained in the Memorandum and such documents; (c) confirms that it has consulted with its own legal, tax and financial advisers in connection with the purchase of Participating Shares (or has chosen not to do so) and is not purchasing Participating Shares as a result of, or pursuant to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site whose information about the Fund is not password protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees, including the Subscriber, had been invited as a result of, or pursuant to, any of the foregoing; (d) confirms that (i) it has the knowledge, expertise and experience in financial matters to evaluate the risks associated with an investment in the Fund, (ii) it is aware of the risks inherent in investing in the types of investments in which the assets of the Fund will be invested and the methods by which such investments will be held and/or traded, (iii) it has evaluated its proposed investment in the Fund in light of its financial conditions and resources, and (iv) it is able to bear the economic risk of its investment in the Fund, including the inherent risk of the potential to lose its entire investment in the Fund; (e) represents and warrants that (i) it is a person who is able to acquire and hold Participating Shares without breaching the law or ...