Representations and Warranties by the Operating Partnership Sample Clauses
The "Representations and Warranties by the Operating Partnership" clause sets out specific statements of fact and assurances made by the Operating Partnership to the other party in an agreement. These statements typically cover the Partnership’s legal authority to enter into the contract, its financial condition, compliance with laws, and the accuracy of information provided. For example, the Operating Partnership may confirm it is duly organized, has no undisclosed liabilities, and is not in breach of other agreements. The core function of this clause is to provide the other party with confidence in the Partnership’s status and disclosures, thereby allocating risk and establishing grounds for remedies if any statements prove untrue.
Representations and Warranties by the Operating Partnership. The Operating Partnership represents and warrants to each Underwriter, as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Time (in each case, a “Representation Date”), and agrees with each Underwriter, as follows:
Representations and Warranties by the Operating Partnership. The Operating Partnership represents and warrants, to the Representatives, as of the date hereof, and to the Representatives and each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a “Representation Date”), as follows:
Representations and Warranties by the Operating Partnership. The Operating Partnership represents and warrants to each Initial Purchaser, as of the date hereof and as of the Closing Time (as defined below) (in each case, a "Representation Date"), and agrees with each Initial Purchaser, as follows:
Representations and Warranties by the Operating Partnership. Each of the Company, the Operating Partnership, SD Property Group, Inc. (formerly known as DeBa▇▇▇▇▇ ▇▇▇lty Corporation ("DeBa▇▇▇▇▇")), an Ohio corporation and the managing general partner of the Operating Partnership ("SD Property"), represents and warrants to each Initial Purchaser, as of the date hereof and as of the Closing Time (as defined below) (in each case, a "Representation Date"), and agrees with each Initial Purchaser, as follows:
Representations and Warranties by the Operating Partnership. The Operating Partnership represents and warrants to each Underwriter, as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Time (in each case, a “Representation Date”), and agrees with each Underwriter, as follows:
(1) Status as a Well-Known Seasoned Issuer.
(A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or the Operating Partnership or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made or will make any offer relating to the Notes in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, each of the Company and the Operating Partnership was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Operating Partnership on a Rule 405 “automatic shelf registration statement.” Neither the Company nor the Operating Partnership has received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or the Operating Partnership or another offering participant made or will make a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes and at the date hereof, each of the Company and the Operating Partnership was not and is not an “ineligible issuer,” as defined in Rule 405.
Representations and Warranties by the Operating Partnership. The Operating Partnership hereby represents and warrants to Contributor that the following statements are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
Representations and Warranties by the Operating Partnership. The Operating Partnership represents and warrants to ▇▇▇▇▇▇▇ ▇▇▇▇▇, as of the date hereof, and to each Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: