The Memorandum, etc Sample Clauses

The Memorandum, etc. The Subscriber has been furnished with a copy of the Memorandum, this Agreement and the form of Agreement Among Members. The Subscriber has reviewed such documents and the Subscriber understands the risks of, and other considerations relating to, the purchase of Securities, including the risks set forth under the heading “Risk Factors”.
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The Memorandum, etc. The Subscriber satisfies all applicable criteria for investing in the Company that may be set forth in the Memorandum. The Subscriber has been furnished with, and has carefully read, a copy of the Memorandum and this Subscription Agreement. The Subscriber has reviewed such documents and the Subscriber understands the risks of, and other considerations relating to, the purchase of the Shares, including the risks set forth under the heading “Section IX—Potential Conflicts of Interest,” “Section XI—Risk Factors” and “Section XIII—Material U.S. Federal Income Tax Considerations” in the Memorandum.
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The Memorandum, etc. The Purchaser has been furnished with a copy of the Memorandum, this Agreement and the Partnership Agreement, and with Part 2 of the current Form ADV of the Manager. The Purchaser has carefully reviewed such documents and the Purchaser understands the risks of, and other considerations relating to, the purchase of an Interest, including the risks set forth in section VII (Risk Factors, Certain Investment Considerations and Conflicts of Interest), section VIII (Certain Regulatory and ERISA Considerations) and section IX (Certain Tax Considerations) of the Memorandum, and the effect of the provisions of section 5.4 (relating to Partners that Default on their obligations to make Capital Contributions), section 6.11(e) (relating to the consequences of failing to provide the General Partner with required information relating to FATCA) and section 9.2 (relating to the return of certain distributions to fund indemnification obligations) of the Partnership Agreement.
Sample 1
The Memorandum, etc. The Subscriber satisfies all applicable criteria for investing in the Company that may be set forth in the Memorandum. The Subscriber has been furnished with, and has read, a copy of the Memorandum and this Subscription Agreement. The Subscriber has reviewed such documents and the Subscriber understands the risks of, and other considerations relating to, the purchase of the Common Units, including the risks set forth under “Item 1A. — Risk Factors” and “Item 1. Business — Certain U.S. Federal Income Tax Considerations” in the Registration Statement.
Sample 1
The Memorandum, etc. You have been furnished with a copy of the Memorandum, this Agreement and the form of Partnership Agreement attached hereto as Exhibit A, and you understand the risks of, and other considerations relating to, a purchase of an Interest, including the risks set forth under the caption “Certain Investment Considerations” in the Memorandum and the effect of the provisions of Section 7.4 of the Partnership Agreement. You represent and warrant that the Interests were not offered to you by any means of general solicitation or general advertising. In that regard, you are not purchasing the Interests: (a) as a result of or subsequent to becoming aware of any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, generally available electronic communication, broadcast over television or radio or generally available to the public on the Internet or the Worldwide Web; (b) as a result of or subsequent to attendance at a seminar or meeting called by any of the means set forth in (a); or (c) as a result of or subsequent to any solicitations by a person not previously known to you in connection with investments in securities generally. Moreover, you confirm that you have not relied on any representations or other information purported to be given on behalf of the Partnership, except as set forth herein, in the Memorandum, the Partnership Agreement, the side letter between you and the General Partner (if any) and the opinions of counsel delivered at the Closing, or otherwise supplied by the Partnership or the General Partner.
Sample 1
The Memorandum, etc. You have been furnished with a copy of the Memorandum, this Agreement and the form of Partnership Agreement attached hereto as Exhibit A, and you understand the risks of, and other considerations relating to, a purchase of an Interest, including the risks set forth under the caption “Certain Investment 5 Considerations” in the Memorandum and the effect of the provisions of Section 7.4 of the Partnership Agreement. You understand that the Memorandum describes specifically JCP V, but that the Partnership shall invest on a pari passu basis with JCP V. You represent and warrant that the Interests were not offered to you by any means of general solicitation or general advertising. In that regard, you are not purchasing the Interests: (a) as a result of or subsequent to becoming aware of any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, generally available electronic communication, broadcast over television or radio or generally available to the public on the Internet or the Worldwide Web; (b) as a result of or subsequent to attendance at a seminar or meeting called by any of the means set forth in (a); or (c) as a result of or subsequent to any solicitations by a person not previously known to you in connection with investments in securities generally. Moreover, you confirm that you have not relied on any representations or other information purported to be given on behalf of the Partnership, except as set forth herein, in the Memorandum, the Partnership Agreement and the opinions of counsel delivered at the Closing, or otherwise supplied by the Partnership or the General Partner.
Sample 1

Related to The Memorandum, etc

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • No Offering Memorandum The Subscriber acknowledges that the offering is being conducted without delivery of an offering memorandum and that it has not relied on any oral representation, warranty or information in connection with the offering of the Subscribed for Units by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Offering Memorandum, Amendments or Supplements Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representative reasonably objects.

  • Amendment to General Disclosure Package If the General Disclosure Package is being used to solicit offers to buy the Stock at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements therein not conflict with the information contained or incorporated by reference in the Registration Statement then on file and not superseded or modified, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances then prevailing, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law.

  • Disclosure Package The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.

  • Commencement Date Memorandum When the actual Commencement Date is determined, the parties shall execute a Commencement Date Memorandum, in the form attached hereto as EXHIBIT D, setting forth the Commencement Date and Expiration Date.

  • Information Memorandum (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

  • Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

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