Buyer Fund definition

Buyer Fund means, as of any date, any pooled investment vehicle, investment trust, investment company, unit investment trust, collective fund, collective trust, commodity pool or other collective or commingled investment vehicle, unit-linked life insurance fund, unit trust or, where applicable, the corporation or trust of which it is a series, for which Buyer or one or more of its Affiliates acts or will, after a date prior to the Closing, act (i) as investment adviser, sub-adviser, trustee, manager, supervisor or sponsor or (ii) in a similar capacity under applicable Law, in each case, as of such date. Notwithstanding anything in this Agreement to the contrary, representations and warranties made by Buyer in this Agreement with respect to Buyer Funds (except, for the avoidance of doubt, with respect to representations relating to Buyer’s and its Affiliates’ actions with regard to the Buyer Funds) shall always be deemed to be made only with respect to, and only to the extent that, such Buyer Funds have been sponsored or created by, are 25% or more owned by, or have a majority of officers designated by Buyer or its Affiliates.
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Buyer Fund means any Fund or other financial product or structure through which Buyer or any of its Affiliates provides Investment Management Services to any investor’s capital (whether directly or indirectly); provided that, for the avoidance of doubt, the BDCs shall be deemed, following the Closing, to be Buyer Funds.
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Buyer Fund means any pooled investment vehicle for which Buyer, directly or indirectly (e.g., through RCP Advisors or Five Points Capital), provides Investment Management Services or serves as the sponsor, general partner, managing member, or in any similar capacity (including in any master or feeder fund, parallel fund or other alternative investment vehicle or third party co-investment vehicle, but excluding any “separate account clients”). For clarity, no TB Fund is considered a Buyer Fund for purposes of this Letter Agreement.
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Examples of Buyer Fund in a sentence

  • SENTIENT GLOBAL RESOURCES FUND III, L.P. (“FUND III”), a Cayman Islands exempted limited partnership, SGRF III PARALLEL I, L.P. (“SGRF III”), a Cayman Islands exempted limited partnership, and the Buyer (Fund III, SGRF III and the Buyer, collectively, “Sentient”) currently hold an aggregate of 8,423,734 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), representing approximately 19.4% of the total outstanding shares of Common Stock.

  • For a period of two years after the Closing, Buyer shall use its commercially reasonable efforts to ensure that there shall not be imposed on the Patriot Registered Fund and, if the Fund Reorganization occurs, the Buyer Fund Series an “unfair burden” (as defined in Section 15(f) of the Investment Company Act) as a result of the Contemplated Transactions or any terms or conditions applicable thereto.

  • Each of the Company and the Members shall use its commercially reasonable efforts to assure, prior to the Closing, and the parties hereto shall use their reasonable best efforts to assure, for the three-year period following the Closing, in each case that the composition of the board of trustees of any Patriot Registered Fund and, if the Fund Reorganization occurs, the Buyer Fund Board is in compliance at such times with Section 15(f)(1)(A) of the Investment Company Act.

  • In addition, each Party shall retain and provide the other with access upon reasonable notice and during normal business hours to such records or information in respect of any Fund or Buyer Fund as may be relevant to such Tax Return, Tax or financial audit, financial statement, or proceeding, determination or other Legal Proceeding.

  • Each of the Buyer’s designated advisory Subsidiaries and, to the Buyer’s Knowledge, each named portfolio manager of a Buyer Fund is not precluded from acting as a fiduciary by operation of Section 411 of ERISA and the Buyer has no Knowledge of any basis for them or any of their respective directors, officers, employees, representatives and agents becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 411 of ERISA.

  • Neither the Buyer, nor to the Buyer’s Knowledge, any of its Interested Persons has any express or implied understanding or arrangement that would impose an Unfair Burden on any Fund or any Buyer Fund as a result of the Transactions or that would in any way make unavailable to the Seller the benefits of Section 15(f) of the Investment Company Act, or any similar safe harbors provided by any applicable state Law, with respect to such Fund.

  • In the past three (3) years (or, if later, since its launch date), there have been no “Material Compliance Matters,” as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, for any Buyer Fund, other than those which (i) have been reported to the applicable Buyer Fund Board and satisfactorily remedied or are in the process of being remedied and (ii) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any Buyer Fund.

  • The Buyer agrees that it shall file, or cause to be filed, any and all reports or other filings on Form N-PX required to be filed by any Buyer Fund for any period after the Closing Date.

  • In the event that the Buyer or the Seller believe that the Seller or its Affiliates may own, contract or hold with the power to vote five percent (5%) or more of the outstanding voting 114399-0014/143865664.11 securities of any Buyer Fund it will promptly notify the other of the identity of such Buyer Fund(s) and the percentage of ownership of such Buyer Fund(s).

  • There is no Legal Proceeding pending, or to the Knowledge of the Buyer, threatened against or affecting the Buyer, any designated advisory Subsidiary of the Buyer or any Buyer Fund that challenges the validity or enforceability of this Agreement or seeks to enjoin or prohibit consummation of the Transactions.


More Definitions of Buyer Fund

Buyer Fund means a Fund whose general partner, trustee, nominee, manager or adviser is a group undertaking of Ardian;
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Buyer Fund means a newly created “shell” investment company (or series thereof) registered under the Investment Company Act formed for the purpose of effecting the Gold Fund Reorganization.
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Buyer Fund means each investment company registered under the Investment Company Act and listed on Section 1.01(a) of the Buyer Disclosure Schedule.
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Buyer Fund means an investment company (or series thereof) registered under the Investment Company Act for which Buyer or any of its Subsidiaries provides advisory or subadvisory services pursuant to an Investment Company Advisory Agreement.
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Related to Buyer Fund

  • Buyer Group has the meaning set forth in Section 15.1.

  • Contributors has the meaning set forth in the Preamble.

  • Armada Funds entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders or representatives of the Trust personally, but bind only the Trust Property, and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust.

  • Buyer has the meaning set forth in the preamble.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Purchaser means the organization purchasing the goods.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Buyer Initial s/ IDH /s/ ICH Purchase Agreement for Taco Cabana - San Antonio, TX the close of escrow, in an amount equal to the purchase price, insuring that Buyer will own insurable title to the Property subject only to: the title company's standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the lease defined in paragraph 11 below; and other items of record disclosed to Buyer during the Review Period. Buyer shall be allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Pending correction of title, the payments hereunder required shall be postponed, but upon correction of title and within ten (10) days after written notice of correction to the Buyer, the parties shall perform this Agreement according to its terms.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

  • Selling Partner has the meaning set forth in Section 8.5.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Model 4 seller means a seller that is registered under the agreement and is not a model 1 seller, model 2 seller, or model 3 seller.

  • Purchaser/ User means ultimate recipient of goods and services

  • Buyer’s Group means the Buyer, any subsidiary of the Buyer, any holding company of the Buyer and any subsidiary of any holding company of the Buyer, from time to time.