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.

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.

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.

• 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.

• For the avoidance of doubt, the right to invest in any TB Fund and/or Buyer Fund on a no-fee, no-carry basis, as set forth above, shall continue with respect to each such investment for so long as such investment is held by such Seller Owner.

• The Buyer Fund Prospectuses, as of the dates on which they were issued, did not contain, and as supplemented by any supplement thereto dated prior to or on the Closing Date, do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

• Following the Buyer Fund Escrow Termination Date, Buyer cannot make any claim against Seller for credits processed in error related to Purchased Subscribers.

• No Buyer Fund has, directly or indirectly, participated in any transaction that would constitute a “reportable transaction” or “listed transaction” as defined in Treasury Regulation § 1.6011-4.

• There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding pending or, to the Buyer’s Knowledge, threatened that could reasonably be expected to result in any designated advisory Subsidiary of the Buyer, or any portfolio manager to any Buyer Fund, becoming ineligible to serve in such positions or capacity or requiring disclosure to clients of the Buyer’s designated advisory Subsidiaries or the SEC.

• Each of the Buyer Funds is governed by a board of trustees or board of directors at least 75% of whom are not “interested persons” (as defined in the Investment Company Act) of Buyer or any Buyer Fund.

• In the past three years, Buyer, its Subsidiaries and Buyer Fund and the Buyer Fund Series have complied with, are currently in compliance with, and currently operate and maintain their businesses in compliance with, all applicable Laws, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

• The economic terms of the investment management agreement of a Buyer Fund Series shall be the same as the investment management agreement for the corresponding Patriot Registered Fund that will be reorganized into it.

More Definitions of Buyer Fund

Buyer Fund means a Fund whose general partner, trustee, nominee, manager or adviser is a group undertaking of Ardian;

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.

Buyer Fund means each investment company registered under the Investment Company Act and listed on Section 1.01(a) of the Buyer Disclosure Schedule.

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.