Investor Acknowledgments and Representations Sample Clauses

Investor Acknowledgments and Representations. The Investor hereby acknowledges, represents, and warrants to, and agrees with the Fund as follows: THIS OFFERING IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE REGULATIONS THEREUNDER (THE “SECURITIES ACT”) FOR AN OFFER AND SALE OF SECURITIES THAT DO NOT INVOLVE A PUBLIC OFFERING. THE FUND SHARES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THERE IS CURRENTLY NO PUBLIC OR OTHER MARKET FOR THE FUND SHARES, AND NONE IS EXPECTED TO DEVELOP. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ONLY ON THE ASSUMPTION THAT SUCH PROSPECTIVE INVESTOR MAY HAVE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY FOR AN INDEFINITE PERIOD OF TIME AND BEAR THE RISK OF A LOSS OF THE ENTIRE INVESTMENT. THE FUND HAS NOT REGISTERED AS A DEALER WITH THE NEW YORK STATE ATTORNEY GENERAL, ON THE GROUNDS THAT THE SALE OF THE FUND SHARES IS NOT A PUBLIC OFFERING WITHIN THE MEANING OF § 359-E OF THE NEW YORK GENERAL BUSINESS LAW. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS MUST ALSO RELY ON THEIR RELATIONSHIP WITH THE PRINCIPALS OF THE OFFERING TO OBTAIN INFORMATION ABOUT THE BACKGROUND AND EXPERIENCE OF THE PRINCIPALS THAT THE INVESTORS CONSIDER MATERIAL TO AN INVESTMENT IN THE FUND.
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Investor Acknowledgments and Representations. The Investor hereby acknowledges, represents, and warrants to, and agrees with the Fund as follows: This offering is being made in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and the regulations thereunder (the "Securities Act") for an offer and sale of securities that do not involve a public offering. The Fund Shares offered hereby are subject to restrictions on transferability and may not be transferred, sold or otherwise disposed of, except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. There is currently no public or other market for the Fund Shares, and none is expected to develop. Each prospective investor should proceed only on the assumption that such prospective investor may have to bear the economic risk of an investment in the securities offered hereby for an indefinite period of time and bear the risk of a loss of the entire investment. The Fund has not registered as a Dealer with the New York State Attorney General, on the grounds that the sale of the Fund Shares is not a public offering within the meaning of (S) 359-e of the New York General Business Law. In making an investment decision, investors must rely on their own examination of the fund and the terms of this offering, including the merits and risks involved. Investors must also rely on their relationship with the principals of the offering to obtain information about the background and experience of the principals that the Investors consider material to an investment in the Fund. The Fund Shares have not been issued or sold in reliance on Paragraph (13) of Code Section 10-5-9 of `The Georgia Securities Act of 1973', and may not be sold or transferred except in a transaction which is exempt under such act or pursuant to an effective registration under such act.
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Related to Investor Acknowledgments and Representations

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • Representations, Warranties, Covenants and Acknowledgments You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the Restricted Stock Units may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

  • Further Agreements and Representations Each Borrower does hereby:

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

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