Subscription Agreement Terms and Conditions consented to the Fund Document Update following a certain date if you do not request to redeem or withdraw from the applicable Fund or otherwise object to the Fund Document Update, then you hereby agree that following the deadline for the request of such redemption, withdrawal or objection specified in such notice, you will be deemed to have consented to such Fund Document Update without any further action to be taken by you or the Fund, and that you will be bound by, and your Interests will be subject to, the disclosure or terms contained in the applicable Fund Document Update.
Subscription Agreement Terms and Conditions upon written or verbal instructions from you, and you hereby agree that you will be bound by the terms of any such document as so modified. You understand that the Fund, GS and their service providers and affiliates will rely on the information provided by you in connection with your purchase of the Interests, including all updates to and changes in such information as may be provided by you hereafter.
Subscription Agreement Terms and Conditions. Interests is accepted in whole or in part, (a) you will, with no further action on your part, become an Interestholder, (b) you agree with the Manager, with the other Interestholders of the Fund and with other subscribers admitted to the Fund either at or after the date of your admission that, with effect from such admission, you and such persons will be bound by and will comply with the provisions, terms and obligations of an investment in the Fund as described in the Prospectus and Statement of Additional Information and the Fund Agreement with the same effect as if you were a signatory to those documents, and (c) you will be irrevocably and unconditionally obligated to purchase Interests, at the times and as contemplated by the Fund Agreement and the Prospectus and Statement of Additional Information, in a total amount equal to the amount of the accepted portion of the “Total Commitment” listed in this Subscription Agreement.
Subscription Agreement Terms and Conditions respect thereto. You represent and warrant that you are capable of evaluating investment risks independently, including with regard to transactions and investment strategies involving the Interests, and have exercised independent judgment (and have relied solely upon the Prospectus and Statement of Additional Information, the advice of your tax, legal or other advisers and independent investigations made by you) in purchasing the Interests. You are not relying on GS, the Manager, the Fund, any placement agent or the references to any legal opinion in the Prospectus and Statement of Additional Information with respect to individual, partnership or corporate tax and other economic considerations involved in this investment. You understand that counsel to the Fund may also serve as counsel to GS and its affiliates. You understand that in connection with the offering of Interests and subsequent advice to the Fund (including transactions or litigation involving the Fund), counsel to the Fund will not be representing investors in the Fund, including you, and no independent counsel has been retained by the Fund to represent the investors in the Fund.
Subscription Agreement Terms and Conditions outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.
Subscription Agreement Terms and Conditions information furnished to, or otherwise obtained from the Manager or your Financial Advisor by, you in respect of the Interests for which you are subscribing pursuant to this Subscription Agreement, including, without limitation, information regarding any other Interestholder (including their identity), information regarding existing, past, or prospective direct or indirect investments made by or other investment positions and trading activities and strategies of and/or transactions effected directly or indirectly for the Fund, the Fund’s financial reports and correspondence with its Interestholders, and the terms of any other agreement entered into between you or your affiliates and the Fund, the Manager, your Financial Advisor, any other distributor or placement agent or their respective affiliates. For purposes of this paragraph 14 and paragraph 15 below, “information relating to the Fund” shall not include information that is or becomes available to the public other than by reason of your violation of the obligations in this Subscription Agreement. You acknowledge and agree that: (i) the Fund and the Manager would suffer irreparable injury if you were to violate any provision of this paragraph 14 and monetary damages would not be a sufficient remedy for any such violation and (ii) that in the event that you breach or threaten to breach any provision of this paragraph 14, in addition to any other remedies available to the Fund in respect of any such breach, the Fund and/or the Manager shall be entitled to obtain an immediate permanent injunction against such breach and other equitable relief to enforce any and all of the provisions of this paragraph 14 and that you will not oppose the granting of such relief. The remedies afforded to the Fund and the Manager by this paragraph 14 shall be in addition to any and all other remedies available to the Fund and the Manager resulting from your violation, breach or threatened breach of this Subscription Agreement.
Subscription Agreement Terms and Conditions. Section 301.7701-2(c), you hereby represent and warrant that the person treated for US federal income tax purposes as the owner of your Interests has signed this Subscription Agreement in the place provided in the attached Signature Page, and by signing this Subscription Agreement, such person hereby agrees that the covenants and agreements of the Subscriber contained in this Subscription Agreement shall be binding upon such person to the same extent as if made directly by such person to GS, the Fund and the Manager. If you have not provided an executed copy of such Signature Page you hereby represent that you are not a disregarded entity, as described above.
Subscription Agreement Terms and Conditions. Subscription Agreement. You have received adequate information concerning all matters which you consider material to a decision to purchase the Interests. You have been given the opportunity to ask questions of, and receive answers from, GS and the Fund, concerning the terms and conditions of the offering and other matters pertaining to your investment in the Interests, and you have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Prospectus and Statement of Additional Information. You understand that you may be subject to additional or different fees than those described in the Prospectus and Statement of Additional Information. You have not been furnished with any offering literature or prospectus except the Prospectus and Statement of Additional Information or except as mentioned in this paragraph. You understand that this Subscription Agreement does not constitute an offer by the Fund or GS to sell an Interest to you. No representations or agreements other than those set forth in the Prospectus and Statement of Additional Information have been made to you in respect thereto. You represent and warrant that you are capable of evaluating investment risks independently, including with regard to transactions and investment strategies involving the Interests, and have exercised independent judgment (and have relied solely upon the Prospectus and Statement of Additional Information, the advice of your tax, legal or other advisers and independent investigations made by you) in purchasing the Interests. You are not relying on GS, the Manager, the Fund, any placement agent or the references to any legal opinion in the Prospectus and Statement of Additional Information with respect to individual, partnership or corporate tax and other economic considerations involved in this investment. You understand that counsel to the Fund may also serve as counsel to GS and its affiliates. You understand that in connection with the offering of Interests and subsequent advice to the Fund (including transactions or litigation involving the Fund), counsel to the Fund will not be representing investors in the Fund, including you, and no independent counsel has been retained by the Fund to represent the investors in the Fund.
Subscription Agreement Terms and Conditions. (i) The Fund and/or the Manager may provide you and other Interestholders with information relating to the Fund in addition to information that is required to be delivered by the Prospectus and Statement of Additional Information or applicable law (“Additional Information”);
Subscription Agreement Terms and Conditions. You acknowledge and agree that, subject to applicable law, the Company is authorized to enter into and maintain guarantees and other credit support of Financings of subsidiaries and other persons in which the Company has an interest or otherwise be liable on a joint and several basis and any such obligations in connection therewith may be cross-guaranteed as the Company determines is necessary or convenient in the conduct or promotions of the activities or business of the Company. Notwithstanding anything in this Subscription Agreement to the contrary, any Lender or other person granted a lien with respect to any of the Assigned Rights and/or the right to exercise any Lender Power shall be an intended beneficiary of this Part D and shall be entitled to enforce the provisions of this Part D.
