Representations Warranties Covenants and Acknowledgements. Executive hereby represents, warrants, covenants, and acknowledges to Company as follows:
Representations Warranties Covenants and Acknowledgements. By executing this subscription agreement, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company as follows:
Representations Warranties Covenants and Acknowledgements. 37 7.1 Representations and Warranties of Buyer 37 7.2 Representations and Warranties of Seller 38 7.3 FCM Participation. 40 7.4 Continuing Nature of Representations and Warranties. 41 8. REGULATORY APPROVAL 41 8.1 Receipt of Regulatory Approval 41 9. BREACHES; REMEDIES 41
Representations Warranties Covenants and Acknowledgements. The Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Partnership, the General Partner and the Manager as follows as at the date hereof and as at the date of issuance of any Subscription Receipts and the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units are collectively referred to as the “Securities”):
Representations Warranties Covenants and Acknowledgements. The Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Fund, the Trustee, the Manager and the Placement Agent as follows as at the date hereof, as at the date of issuance of any Subscription Receipts and as at the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units, the “Securities”): the investment objective of the Fund is to provide unitholders of the Fund with long-term capital appreciation through exposure to the returns of Conversus Stepstone Private Markets Feeder Ltd. (the “Cayman Fund”), which in turn provides exposure to the returns of Conversus StepStone Private Markets (the “Delaware Master Fund”, and, together with the Cayman Fund, the “Underlying Funds” or each, an “Underlying Fund”); the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss of such investment; unless otherwise agreed to in writing by the Manager, the Subscriber is not:
Representations Warranties Covenants and Acknowledgements. 1.1 The Subscriber (and in the case of joint Subscribers, each of them):
Representations Warranties Covenants and Acknowledgements. To induce the Company to accept this subscription and to issue the Shares to the undersigned and knowing that the Company is relying upon the truth and accuracy of the following in issuing the Shares and establishing compliance with applicable federal, provincial and state securities laws, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company that:
Representations Warranties Covenants and Acknowledgements. (a) The Parties represent and warrant that in entering into this Settlement Agreement they have had a full and adequate opportunity to explore and understand the Released Claims, that they have been represented by an attorney in entering into this Settlement Agreement or have had the opportunity to be represented by an attorney, that they are sophisticated Parties, and that in entering into this Settlement Agreement they are not relying in any way upon any statements, claims, representations, pleadings or other information provided or derived directly or indirectly from any other Party or any other Party’s agent except to the extent that such information is set forth explicitly as a Representation and Warranty in this Settlement Agreement.
Representations Warranties Covenants and Acknowledgements. The Subscriber represents, warrants, agrees, certifies, acknowledges and covenants to and in favour of the Fund, the Trustee and the Manager as follows as at the date hereof, as at the date of issuance of any Subscription Receipts and as at the date of issuance of any Units to the Subscriber (the Subscription Receipts and Units, the “Securities”): the investment objective of the Fund is to provide Unitholders with superior returns and to achieve capital growth over the medium and long-term by investing in private equity through exposure to the returns of Partners Group Global Value SICAV, a company organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and qualifies as a société d’investissement à capital variable (SICAV) (the “Master Fund”); the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss of such investment; unless otherwise agreed to in writing by the Manager, the Subscriber is not:
Representations Warranties Covenants and Acknowledgements. To induce the Company to exchange the Old Shares for New Shares, the Shareholder hereby represents, warrants, covenants, and acknowledges to the Company that: The Shareholder has full power to execute, deliver and perform under this Agreement. This Agreement is the legal and binding obligation of and is enforceable against the Shareholder in accordance with its terms. The execution and delivery of this Agreement will not result in a breach of any agreement between Shareholder and a third party nor will it violate the terms of any court or administrative order. The Shareholder understands that an investment in the Company is subject to substantial risks, The Shareholder has been given access to full and complete information regarding the Company and has utilized such access to the Shareholder’s satisfaction for the purpose of obtaining such information regarding the Company as the Shareholder has reasonably requested. In particular, the Shareholder has been given a reasonable opportunity to review such documents as Shareholder has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the terms and conditions of the New Shares and the business and affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied. The Shareholder, in determining to exchange his/her Old Shares, (i) has been encouraged to seek and has had the opportunity to rely upon the advice of the Shareholder’s legal counsel, accountants, and other advisors with respect to the exchange of the Old Shares for the New Shares, and (ii) has relied solely upon the advice of the Shareholder’s legal counsel, accountants, or other financial advisors with respect to the financial, tax, and other considerations relating to the Exchange. The Shareholder and his, her, or its personal advisors have received from the Company all requested documents, records, and books pertaining to the exchange of Old Shares for New Shares so as to enable them to evaluate the merits and risks of this transaction. The Shareholder understands and acknowledges that all documents were prepared by the Company and that no independent legal counsel, accountant, or financial advisor has passed upon or assumed any responsibility for the accuracy, completeness or fairness of information provided to the...
