Representations Warranties Covenants and Acknowledgements Clause Samples

Representations Warranties Covenants and Acknowledgements. By executing this subscription agreement, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company as follows: (a) The undersigned has been provided access to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) and all subsequent reports and proxy statements filed by the Company thereafter pursuant to Section 13(a) or 14(a) of the Securities Exchange Act of 1934 (“SEC Reports”) through the SEC’s ▇▇▇▇▇ system. In addition, the undersigned has obtained such information regarding the Company as the undersigned has reasonably requested, and, particularly, the undersigned has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the purchase of the Shares 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. (b) In determining to purchase Shares, the undersigned has relied solely upon the advice of the undersigned’s legal counsel and accountants or other financial advisors with respect to the financial, tax, and other considerations relating to the purchase of Shares. (c) The undersigned was not offered nor sold Shares directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to (i) any advertisement, article, notice, or other communication published in a newspaper, magazine, or similar medium of communication or broadcast over television or radio; or (ii) to the knowledge of the undersigned, any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The undersigned (i) can bear the economic risk of the investment in the Shares, including the total loss of the undersigned’s investment; and (ii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. (e) The undersigned understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the ...

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. 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: (A) The undersigned has full power and capacity to execute, deliver, and perform under this subscription agreement. This subscription agreement is the legal and binding obligation of and is enforceable against the undersigned in accordance with its terms. The execution and delivery of this subscription agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any agreement or other instrument of any description to which the undersigned is a party or by which the undersigned is bound, or any judgment, decree, order or award of any court, governmental body, or arbitrator, or any applicable law, rule or regulation. (B) The undersigned understands and has been advised by the Company that the business activities of the Company and an investment in the Company is speculative and subject to substantial risks, including the risks set forth in the Company’s Securities and Exchange Commission (“SEC”) filings, including, without limitation, the Company’s Form 10-KSB dated May 12, 2005 and Form 10-QSB dated November 21, 2005 (the “SEC Filings”) and there can be no guaranty of the amount of or type of profit or loss to be realized, if any, as a result in an investment in the shares. (C) The undersigned has been given access to full and complete information regarding the Company and has utilized such access to the undersigned’s satisfaction for the purpose of obtaining such information regarding the Company as the undersigned has reasonably requested. In particular, the undersigned has received and thoroughly read and evaluated the (i) Company’s SEC Filings, including the exhibits thereto, and (ii) has been given reasonable opportunity to review such documents as the undersigned has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Shares and the business and affairs of the Company and to obtain any...

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. 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 exposure to the returns of investment strategies that invest in a venture capital and growth equity investment portfolio focused on the “innovation economy” that, over time, are expected to achieve long-term capital appreciation, by investing in StepStone (Luxembourg) SCA SICAV- RAIF – StepStone Private Venture and Growth Fund (the “Luxembourg Fund”) and/or any parallel funds or similar funds offered by StepStone Group Inc. that provide exposure to similar investment strategies as the Luxembourg Fund (such other parallel or similar funds, together with the Luxembourg Fund, the “Underlying Funds” and 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. 37 8. REGULATORY APPROVAL 41 9. BREACHES; REMEDIES 41

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. (b) The Parties represent and warrant that they have not filed, and are unaware of any other person or entity filing on their behalf or on behalf of the Flood/Kings Fair Releasing Parties or the Oak Ridge/Newmark/Prescient SP Releasing Parties, any Claim as defined in Sections 2(a) or 2(b) above in any federal, state or foreign court, agency or other tribunal of any type whatsoever. The Parties covenant and agree that they will not encourage any person or entity to institute any such Claim against any other Party. (c) The Parties represent and warrant that no other person or entity has, or has had, any interest in the Claims, demands, obligations, or causes of action released in this Settlement Agreement. (d) The Parties represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of any of the Claims, demands, obligations or causes of action released in this Settlement Agreement. (e) The individuals executing this Settlement Agreement represent and warrant that they have obtained the requisite authority to enter into this Settlement Agreement, and to bind the Parties to the terms hereof. (f) Flood specifically represents and warrants that he is the majority owner of Kings Fair, that he has control of Kings Fair, and that he has the authority to enter into this Settlement Agreement on behalf of Kings Fair. (g) Flood and Kings Fair specifically represent and warrant that other than then transactions completed through this Settlement Agreement or any sales, assignments, transfers, dispositions, encumbrances or offers that have since been reversed, voided, or otherwise, as of the day preceding the Effective Date, have been made of no legal, equitable or binding effect, they have not s...

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 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 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. 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 exposure to the returns of investment strategies that invest in a broad cross section of private market assets that, over time, are expected to achieve long-term capital appreciation, by investing in StepStone (Luxembourg) SCA SICAV-RAIF – StepStone Private Markets (the “Luxembourg Fund”), Stepstone Private Markets Feeder Ltd. (formerly, Conversus Stepstone Private Markets Feeder Ltd.) (the “Cayman Fund”), which, in turn, provides exposure to the returns of StepStone Private Markets (formerly, Conversus StepStone Private Markets) (the “Delaware Master Fund”, and, together with the Cayman Fund and the Luxembourg Fund, the “Underlying Funds”, or, each, an “Underlying Fund”), and/or any parallel funds or similar funds offered by StepStone Group Inc. that provide exposure to a similar investment strategy as the Luxembourg Fund and the Delaware 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: