Holdings General Partner definition
Examples of Holdings General Partner in a sentence
IQHQ REIT and Holdings will promptly notify Purchaser of the existence of any circumstances or changes which the Holdings General Partner determines would reasonably be expected to result in a Material Adverse Effect.
Unless otherwise disclosed in writing in the Investor Questionnaire, Purchaser, as well as any direct or indirect beneficial owner of Purchaser that would be identified as a “client” of Holdings, IQHQ REIT or the Holdings General Partner under Rule 205-3 of the U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), if such Person was an investment adviser under the Investment Advisers Act, is a “qualified client” within the meaning of the Investment Advisers Act.
If required, P▇▇▇▇▇▇▇▇ will execute and deliver to the Holdings General Partner, within ten calendar days after the receipt of a request therefor, such further designations, powers of attorney or other instruments as the Holdings General Partner deems necessary or appropriate for the purposes hereof.
Purchaser has read the IQHQ Agreements and is familiar with and understands the nature and scope of the rights and remedies provided to the Holdings General Partner, Holdings and IQHQ REIT, as applicable, therein, including the restrictions and limitations on Purchaser’s right to transfer or withdraw all or any portion of its interest in Holdings or IQHQ REIT, as applicable.
In the event that Purchaser becomes subject to a Disqualifying Event at any date after the date hereof, Purchaser agrees and covenants to use its best efforts to coordinate with IQHQ REIT or the Holdings General Partner, as applicable, to provide documentation as reasonably requested by IQHQ REIT or the Holdings General Partner, as applicable, related to any such Disqualifying Event.
Purchaser hereby empowers the Holdings General Partner as attorney-in-fact acting pursuant hereto to determine in its sole discretion the time when, purpose for and manner in which any power herein conferred upon it shall be exercised, and the conditions, provisions and covenants of any instruments or documents which may be executed by it pursuant hereto.
Purchaser understands that Securities have not been, and will not be, approved or disapproved by the SEC or by any other U.S. federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to Purchaser by Holdings, IQHQ REIT or the Holdings General Partner.
Purchaser will immediately notify IQHQ REIT or the Holdings General Partner, as applicable, in writing if Purchaser becomes subject to a Disqualifying Event at any date after the date hereof.
Purchaser’s participation in the Initial Closing shall, pursuant to Section 2.07, give the Holdings General Partner the power to execute applicable IQHQ Agreements on Purchaser’s behalf.