Representations and Warranties of the General Partners Sample Clauses

Representations and Warranties of the General Partners. In order to induce FWRLP to enter into this Agreement and to issue the Units in consideration for the Partnership Interests, the General Partners, jointly and severally, hereby make the following representations and warranties as of the date hereof, each of which is material and shall (except as otherwise set forth in Section 6(s)), survive Closing for a period of one (1) year (unless expressly provided that it will survive Closing without such limitation), notwithstanding any investigation at any time made by or on behalf of FWRLP:
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Representations and Warranties of the General Partners. The General Partners represent and warrant to you as follows:
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Representations and Warranties of the General Partners. Each General Partner represents and warrants to the Limited Partner that as of the date hereof and on the date of any issue of Notes or the date of any increase in the principal amount of the Notes:
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Representations and Warranties of the General Partners. 10.2.1 Ningbo Yuansheng hereby undertakes and warrants on the execution date of this Agreement that: (1) It is an entity that is legally incorporated and validly exists according to the laws of the place of registration; (2) It has carefully read this Agreement and understands the exact meaning of the contents of this Agreement; (3) The source of contributions it pays to this Limited Partnership is lawful; (4) Effective resolutions have been made according to its internal procedures and it has been fully authorized with respect to its entering into this Agreement; the person who signs this Agreement on its behalf is its legal and effective representative; entering into this Agreement will not result in its breach of internal organization documents, any provision that is legally binding on it, or its obligations under other agreements; (5) It has full rights, authorization, qualification and/or permission to execute and perform this Agreement and obligations and responsibilities under this Agreement, without any limitation on rights; (6) Its execution and performance of this Agreement will not breach any law of the place of its incorporation or any important contract or obligation to which it is a party or which is binding on it, or cause its affiliate to constitute any breach of agreement or damages; (7) It is not involved in any significant pending civil lawsuit (arbitration) and/or administrative proceedings or any potential significant civil dispute, controversy, or claim. In the meantime, it is not suspected of committing any crime or serious violation of law, and it is not subject to or will not be subject to any judicial compulsory measure or ban. 10.2.2 Ligang Capital hereby undertakes and warrants on the execution date of this Agreement that: (1) It is an entity that is legally incorporated and validly exists according to the laws of the place of registration; (2) It has carefully read this Agreement and understands the exact meaning of the contents of this Agreement; (3) The source of contributions it pays to this Limited Partnership is lawful; (4) Effective resolutions have been made according to its internal procedures and it has been fully authorized with respect to its entering into this Agreement; the person who signs this Agreement on its behalf is its legal and effective representative; entering into this Agreement will not result in its breach of internal organization documents, any provision that is legally binding on it, or its obligatio...
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Representations and Warranties of the General Partners. The General Partners hereby represent and warrant to Vornado as follows, which representations and warranties will be true and will be given as of the Execution Date and the Closing Date and will survive the Closing Date is set forth in Section 8.1.
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Related to Representations and Warranties of the General Partners

  • Representations and Warranties of the Guarantor The Guarantor hereby represents and warrants (a) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, (b) that it has the power and authority to enter into and perform this Guaranty, (c) that the execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its organizational documents, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, and (d) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect. The Guarantor hereby represents and warrants (x) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (y) that except as previously disclosed to Buyer no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, and (z) that the Guarantor has received and reviewed copies of the Master Repurchase Agreement.

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows: (a) The Advisor is registered as an investment adviser under the Advisers Act; (b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement; (e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and (f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.