The following presentation (the “Presentation”) is being provided in connection with your evaluation of an interest in Trivest Recognition Fund, L.P. (together with its parallel vehicles, the “Fund”) and is strictly confidential. By clicking “agree,” you acknowledge and agree to strictly maintain the confidentiality of the Presentation in accordance with this User Agreement (the “User Agreement”), to use the Presentation solely for information purposes in connection with your diligence regarding a limited partner interest in the Fund, which is managed and/or sponsored by Trivest Investment Advisors, LLC and/or its affiliates (collectively, “Trivest”), not to use the information in any way that is detrimental to Trivest or the Fund, and to take all reasonable precautions to maintain such confidentiality so that you do not divulge the Presentation to any third party except as provided herein. The Presentation may not be reproduced, used or distributed to others, at any time, in whole or in part for any purpose (other than as contemplated in this User Agreement) without the prior written consent of Trivest.
You have been provided access to the Presentation for informational purposes only and the provision of such access does not constitute an offer to sell or a solicitation of an offer to buy interests in the Fund. Any such offer or solicitation will be made only pursuant to the Fund’s confidential Private Placement Memorandum (as amended, restated and/or supplemented from time to time, and including, without limitation, any appendices, footnotes and/or legends contained therein, the “PPM”), the Fund’s partnership agreement and subscription documents and will be subject to the terms and conditions contained in such documents, including, without limitation, the offering legends contained in the PPM. Investment in the Fund’s limited partner interests will involve significant risks due to, among other things, the nature of the Fund’s investments. See the risk factors, conflicts and legal disclaimers, among other sections, contained in the PPM. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristic of an investment in the Fund. Loss of capital is possible. There will be no public market for the limited partner interests of the Fund and such interests, subject to certain limited exceptions, will not be transferable.
You understand that the interests of the Fund will be offered as a private placement to a limited number of Qualified Investors (as hereinafter defined) and will not be registered pursuant to the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or the securities laws of any state or non-U.S. jurisdiction and may not be sold or transferred without compliance with all applicable U.S. federal and state and non-U.S. securities laws. You acknowledge that neither the U.S. Securities and Exchange Commission nor any state or non-U.S. securities commission or agency has reviewed, approved or passed upon the accuracy or adequacy of the Presentation or the merits of an investment in the interests of the Fund.
You understand that the Presentation has been provided to you at your request and to assist prospective investors who are “accredited investors” (as defined in Regulation D promulgated under the Securities Act), “qualified clients” (as defined in Rule 205-3 of the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder) and “qualified purchasers” (as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder) (a “Qualified Investor”), in each case as required for investment in the Fund, in making their own evaluation of a potential investment in the Fund. You represent, warrant and agree that you are, or the person or entity you represent is, a Qualified Investor. You agree, if at any time you or the person or entity that you represent is not or ceases to be a Qualified Investor, to inform Trivest and to cease all further access to the Presentation.
Statements in the Presentation are made as of the date indicated in the Presentation unless otherwise stated, and neither the provision of access to the Presentation at any time, nor any sale of limited partner interests in the Fund, shall under any circumstances create an implication that the Presentation is correct as of any time subsequent to such date. Certain of the information contained in the Presentation constitutes “forward-looking statements” that relate to, among other things, the Fund and other Trivest funds and to the financial environment in which the Fund will operate, which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Furthermore, any projections or other estimates in the Presentation, including estimates of returns or performance, are “forward-looking” statements and are based upon certain assumptions that may change. Prospective investors should be aware that these statements are estimates or expectations, reflecting only the judgment of Trivest. TRIVEST DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRESENTATION TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. THE PRESENTATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” TRIVEST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE PRESENTATION INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
In considering any performance information contained as part of the Presentation, prospective investors should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved or that target returns, if any will be met.
Certain information contained as part of the Presentation concerning economic trends and performance are based on or derived from information provided by independent third party sources. Trivest believes that such information is accurate as of the date such information is provided (unless otherwise indicated) and that the sources from which it has been obtained are reliable. Trivest cannot guarantee the accuracy of such information, however, and has not independently verified the assumptions on which such information are based.
The Presentation is owned by Trivest. The Presentation is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Trivest. Information that you learn from the Presentation is strictly confidential.
You make certain representations and warranties regarding your use of the Presentation. You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement. At any time and for any reason or no reason Trivest may revoke your right to access the Presentation. Trivest has the right but not the obligation to monitor and record activity and respond as it deems appropriate for any reason or no reason.
In the event that you are requested or required in any judicial or administrative proceeding (including in connection with any pre trial discovery) to disclose any information relating to the Presentation, to the extent not prohibited by applicable law, you shall give Trivest prompt written notice of such request so that Trivest may seek an appropriate protective order. If Trivest elects to seek a protective order or otherwise challenge the disclosure request, you agree to cooperate to the extent legally permissible regarding the timing and content of such disclosure. If, in the absence of a protective order, you are nonetheless compelled to disclose any information relating to the Presentation, you may disclose such information solely to the extent and as compelled by applicable law, provided that you provide Trivest with prior written notice of the matter to be disclosed as far in advance of its disclosure as is practicable and you use your reasonable best efforts to obtain assurances that confidential treatment will be accorded to such information.
You acknowledge that irreparable damage would occur to Trivest and the Fund in the event that any of the provisions of this User Agreement were not performed in accordance with their specific terms or were otherwise breached, and monetary damages would not be a sufficient remedy for any such breach. Accordingly, Trivest and the Fund shall be entitled to specific performance of the terms of this User Agreement, including, without limitation, an injunction or injunctions to prevent breaches of the provisions of this User Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which Trivest or the Fund may be entitled at law or in equity.
If you are an employee or consultant of the website provider, the terms of the confidentiality agreement between you/your company and the website provider shall be in addition to these terms, and such confidentiality agreement shall not be superseded by this click-through agreement.
You are solely responsible for maintaining the confidentiality and security of your password. You will not attempt to circumvent any of the security features hereof, and will not enable or allow others to access the Presentation using your authorization.
By clicking “agree,” you indicate your acceptance of and agreement to be bound by these terms and the terms of any revised version of these terms that Trivest posts on this site.
