REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP Clause Samples
The "Representations and Warranties of the Operating Partnership" clause sets out the specific statements of fact and assurances that the operating partnership makes to the other parties in an agreement. These typically cover the partnership’s legal status, authority to enter into the agreement, compliance with laws, ownership of assets, and absence of undisclosed liabilities. By providing these representations and warranties, the operating partnership gives the other parties confidence in the accuracy of key information and allocates risk if any of the statements prove to be untrue, thereby supporting trust and transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby represents and warrants to the Contributor as follows:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby represents and warrants to, and covenants with, Contributor that:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby represents and warrants to and covenants with Contributor that as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. (a) The Operating Partnership represents and warrants to you, as of the date hereof, and to you 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:
(1) The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, the Prospectus and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued under the 1933 Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Operating Partnership, is contemplated or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction.
(2) The Registration Statement, at the time post-effective amendment No. 1 thereto became effective, complied, and the Registration Statement and the Prospectus, at each Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"). The Registration Statement, at the time post-effective amendment No. 1 thereto became effective, did not, and as of each Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, at the Closing Time and at each Representation Date, the Prospectus and any amendments and supplements thereto (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Operating Partnership for use in connection with an offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the R...
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. As a material inducement to the General Partners to enter into this Agreement and to consummate the transactions contemplated hereby, the Operating Partnership hereby makes to the General Partners each of the representations, warranties and covenants set forth in this Article III. The representations and warranties set forth in this Article III are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby makes the following representations and warranties, each of which is (x) material and being relied upon by the Contributor, (y) true, correct, and complete as of the date of this Agreement (unless they expressly provide for a future date) and (z) will be true, correct, and complete as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. (a) The Operating Partnership represents and warrants to each Underwriter as of the date hereof and as of the Closing Time, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. As a material inducement to RPC to enter into this Agreement and to consummate the transactions contemplated hereby, the Operating Partnership hereby makes to RPC each of the representations, warranties and covenants set forth in this Article III. The representations and warranties set forth in this Article III are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby represents, warrants and agrees with the Special Limited Partner, AREP and the Parent OP as follows:
REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP. The Operating Partnership hereby repre- sents and warrants to the Trustee that as of the Closing Date:
(i) the Operating Partnership is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(ii) the execution and delivery of this Agreement by the Operating Partnership and its performance of and compliance with the terms of this Agreement will not violate the Operating Partnership's limited partnership agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Operating Partnership is a party or which may be applicable to the Operating Partnership or any of its assets;
(iii) the Operating Partnership has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. This Agreement, upon its execution and delivery on behalf of the Operating Partnership and assuming due authorization, execution and delivery by the Trustee, will constitute a valid, legal and binding obligation of the Operating Partnership, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered a proceeding in equity or at law);
(iv) the Operating Partnership is not in violation, and the execution and delivery of this Agreement by the Operating Partnership and its performance and compliance with the terms of this Agreement will not constitute a violation, of any order or decree of any court or any order or regulation of any Federal, State