Universal Entities definition
Examples of Universal Entities in a sentence
Neither the Universal Entities nor any affiliate of the Universal Entities have taken, nor will the Universal Entities or any affiliate take, directly or indirectly, any action that is designed to or that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
No labor dispute with the employees of the Universal Entities exists or, to the knowledge of the Universal Parties, is imminent, and the Universal Parties are not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.
All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Universal Entities submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Universal Entities and (ii) delivery of and payment for the Units.
The Partnership has not offered, or caused the Representatives to offer, Reserved Units to any person with the specific intent to unlawfully influence (i) a customer or supplier of any of the Universal Entities to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about any of the Universal Entities, or their respective businesses or products.
The Universal Entities are not required, and upon the issuance and sale of the Units as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Universal Entities own all the real and personal property reflected on the Interim Financial Statements.
To the knowledge of the Universal Entities, no third party to an agreement or instrument to which any of the Universal Entities is a party or by which any of them is bound or to which any of their properties is subject, is in default under such agreement, which breach, default or violation would, if continued, have a Material Adverse Effect.
No suit, investigation, action or other proceeding shall be pending or overtly threatened before any court or governmental agency, which has resulted in the restraint or prohibition of Universal Entities or Stockholders, or in the reasonable opinion of counsel for Universal could result in the obtaining of material damages or other relief from Universal Entities or Stockholders, in connection with this Agreement or the consummation of the transactions contemplated hereby.
Any certificate signed by any officer of the Universal Entities delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Universal Entities to each Underwriter as to the matters covered thereby.
No broker or finder has acted on behalf of any Universal Entity or Stockholders in connection with this Agreement and the transactions contemplated hereby, and neither the Universal Entities nor any Stockholder has made any other agreement to pay any agent, finder, broker or any other representative any fee or commission in the nature of a finder's or originator's fee arising out of or in connection with the subject matter of this Agreement.