Representations of the Limited Partner Sample Clauses

Representations of the Limited Partner. The Limited Partner hereby represents and warrants to the Partnership and the General Partner that the Limited Partner's acquisition of its Limited Partnership Interest hereunder is made as principal for its own account and not for resale or distribution of such Limited Partnership Interest. The Limited Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of a Limited Partnership Interest:
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Representations of the Limited Partner. The Limited Partner, by executing and delivering this Agreement, represents, warrants, and covenants with the Partnership, and to and with the General Partner, that:
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Representations of the Limited Partner. Limited Partner represents and warrants, as of the date first written above, as follows:
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Representations of the Limited Partner. The Limited Partner represents and warrants to the Partnership and the General Partner that (a) it is fully aware of, and is capable of bearing, the risks relating to an investment in the Partnership, (b) it understands its Interest has not been registered under the Securities Act of 1933, as amended, or the securities law of any jurisdiction in reliance upon exemptions contained in those laws, (c) it has acquired its Interest for its own account, with the intention of holding the Interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the Interest in violation of the Securities Act of 1933, as amended, or any applicable law and (d) as of the date of this Agreement, the Limited Partner's Partnership Interest is free and clear from all liens, encumbrances, equities and claims or restrictions on transferability other than those imposed by this Agreement, the Securities Act of 1933, as amended, and the securities or "Blue Sky" laws of certain jurisdictions. On and after the execution date of this Agreement, each Limited Partner shall notify the General Partner if it is or becomes either a Foreign Person or Foreign Partner and such notice shall be given by any such Limited Partner within thirty (30) calendar days of such change. Notwithstanding any other provision of this Agreement to the contrary, the General Partner is authorized to take any action that is required under law to cause the Partnership to comply with any withholding or other payment requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to pay to any governmental authority any amount resulting from either the allocation of income or gain or a distribution to any Partner (including, without limitation, by reason of Sections 1441, 1442, 1445 or 1446 of the Code), the amount so paid shall be treated as a Distribution of cash to the Partner. The Capital Account of the Partner for which amounts are paid over to a governmental authority pursuant to this SECTION 8.4 shall be decreased by such amount paid over to the governmental authority. A Partner who has had amounts paid over to a governmental authority pursuant to this SECTION 8.4 shall be entitled to receive any refund of any such tax, penalty, interest or other amount received by the Partnership on acc...
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Related to Representations of the Limited Partner

  • Representations of Members (Check if Applicable) ☐ - MULTI-MEMBER: Each of the Members represents, warrants and agrees that the Member is acquiring the interest in the Company for the Member’s own account for investment purposes only and not with a view to the sale or distribution thereof; the Member, if an individual, is over the age of 21; if the Member is an organization, such organization is duly organized, validly existing and in good standing under the laws of its State of organization and that it has full power and authority to execute this Agreement and perform its obligations hereunder; the execution and performance of this Agreement by the Member does not conflict with, and will not result in any breach of, any law or any order, writ, injunction or decree of any court or governmental authority against or which binds the Member, or of any agreement or instrument to which the Member is a party; and the Member shall not dispose of such interest or any part thereof in any manner which would constitute a violation of the Securities Act of 1933, the Rules and Regulations of the Securities and Exchange Commission, or any applicable laws, rules or regulations of any State or other governmental authorities, as the same may be amended.

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following:

  • Representations and Warranties of the Fund The Fund represents and warrants to the Transfer Agent that:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Funds 12.1 Each Fund represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that:

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