Representation by Company. Each of NSAM and OZCI represents and warrants to the Fund that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. Each of NSAM and OZCI is purchasing the Shares in order to provide seed capital for the Fund prior to the commencement of the public offering of its shares. Each of NSAM and OZCI have either consulted its own investment adviser, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Fund. Each of NSAM and OZCI has received a copy of the forms of the Declaration of Trust and Bylaws of the Fund, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and each understands the risks of, and other considerations relating to, a purchase of Shares. Each of NSAM and OZCI (i) is knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of Shares and of the business contemplated by the Fund and is capable of evaluating the risks and merits of purchasing Shares and, in making a decision to proceed with this investment, have not relied upon any representations, warranties or agreements, other than those set forth in this Agreement and (ii) can bear the economic risk of an investment in the Fund for an indefinite period of time, and can afford to suffer the complete loss thereof. Each of NSAM and OZCI has been given access to, and prior to the execution of this Agreement was provided with an opportunity to ask questions of, and receive answers from, the Fund or any of its principals concerning the terms and conditions of the offering of Shares, and to obtain any other information which either NSAM or OZCI and its respective investment representative(s) and professional advisor(s) requested with respect to the Fund and the investment in the Fund by NSAM and OZCI in order to evaluate NSAM’s and OZCI’s investment and verify the accuracy of all information furnished to NSAM and OZCI regarding the Fund. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. Each of NSAM and OZCI has evaluated the risks involved in investing in the Shares and has determined that the Shares are a suitable investment. Specifically, the aggr...
Representation by Company. Company represents that (i) the execution of this Agreement and the provisions herein have been duly authorized by Company, including, where necessary, by the Board and the Committee, (ii) the execution, delivery and performance of this Agreement does not violate any law, regulation, order, decree, agreement, plan or corporate governance document of or applicable to Company, and (iii) upon the execution and delivery of this Agreement, it shall be the valid and binding obligation of Company enforceable in accordance with its terms.
Representation by Company. The Company represents and warrants to the Director that the execution, delivery and performance by the Company of this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of the Company to make this Agreement and the Option Agreements valid and binding upon the Company in accordance with their respective terms.
Representation by Company. Colony NorthStar FV represents and warrants to the Trust that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. Colony NorthStar FV is purchasing the Shares in order to provide seed capital for the Trust prior to the commencement of the public offering of its shares. Colony NorthStar FV has either consulted its own investment advisor, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Trust. Colony NorthStar FV has received a copy of the forms of the Declaration of Trust and Bylaws of the Trust, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and understands the risks of, and other considerations relating to, a purchase of Shares. Colony NorthStar FV (i) is knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of Shares and of the business contemplated by the Trust and is capable of evaluating the risks and merits of purchasing Shares and, in making a decision to proceed with this investment, has not relied upon any representations, warranties or agreements, other than those set forth in this Agreement and (ii) can bear the economic risk of an investment in the Trust for an indefinite period of time, and can afford to suffer the complete loss thereof. Colony NorthStar FV has been given access to, and prior to the execution of this Agreement was provided with an opportunity to ask questions of, and receive answers from, the Trust or any of its principals concerning the terms and conditions of the offering of Shares, and to obtain any other information which Colony NorthStar FV and its investment representative(s) and professional advisor(s) requested with respect to the Trust and the investment in the Trust by Colony NorthStar FV in order to evaluate Colony NorthStar FV's investment and verify the accuracy of all information furnished to Colony NorthStar FV regarding the Trust. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. Colony NorthStar FV has evaluated the risks involved in investing in the Shares and has determined that the Shares are a suitable investment. Specifically, the amount of ...
Representation by Company. Company further represents and warrants to University that, to its knowledge, use of the Platform by University or Instructors will not infringe the Intellectual Property Rights of a third party.
Representation by Company. The Company represents and warrants that as of the date of this Release Agreement, the Company’s Chief Executive Officer, Chief Legal Officer, and Chief Human Resources Officer have no actual knowledge, with no duty to inquire, of any claims, charges, violations, liabilities, or causes of action of whatsoever kind, (“Company Claims”) that the Company may have against you except to the extent the Company has provided you with prior written notice of a Company Claim. [Signatures appear on the following page.]
Representation by Company. The Adviser represents and warrants to the Fund that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. The Adviser is purchasing the Shares in order to provide seed capital for the Fund in connection with Section 14(a) of the Investment Company Act of 1940, as amended, prior to the commencement of the public offering of its shares. The Adviser has either consulted its own investment adviser, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Fund. The Adviser has received a copy of the Trust’s Declaration of Trust, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and understands the risks of, and other considerations relating to, a purchase of Shares.
Representation by Company. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representation contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.
Representation by Company. Company represents to Executive that ------------------------- Company is in material compliance with all financial reporting requirements under the securities laws and is not aware of any material misstatement in any financial document that has been publicly issued or filed with the U.S. Securities and Exchange Commission prior to the Effective Date. Company shall indemnify and hold harmless Executive for any damages or liability that Executive may incur as a result of any non-compliance by Company of any financial reporting requirements whether or not related to a breach by Company of this representation.
Representation by Company. Company represents to Grantor that neither it, nor its officers, agents, employees or any other Person acting under its control or on its behalf has authorized or exerted or caused to be authorized or exerted any undue influence in furtherance of or to obtain the award of this Franchise Agreement, including any undue political influence, or has performed or authorized or caused to be performed or authorized any unlawful act in furtherance of or to obtain the award of this Franchise Agreement. A breach of the representations contained herein shall constitute a substantial violation of this Franchise Agreement, and shall entitle Grantor to terminate this Franchise Agreement for cause.
