Representations and Warranties of the Partnership Sample Clauses
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Representations and Warranties of the Partnership. The Partnership represents and warrants to each Underwriter that:
(a) The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Closing Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Act. The Pricing Disclosure Package conformed, and the Final Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the applicable Closing Date to the requirements of the Act. The Registration Statement did not, as of the Effective Date, 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, and the statements made or to be made in such document that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith; provided that this representation and warranty does not apply to information contained in or omitted from such document in reliance upon and in conformity with written information furnished to the Partnership in writing by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12 hereof. The Final Prospectus will not, as of its date and on the applicable Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to information contained in or omitted from the Final Prospectus in reliance upon and in conformity with written information furnished to the Partnership in writing by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12 hereof.
(b) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act; any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue...
Representations and Warranties of the Partnership. The Partnership represents and warrants to each Purchaser as follows:
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Dealer Manager and each dealer with whom the Dealer Manager has entered into or will enter into a Selected Dealer Agreement in the form attached to this Agreement as Exhibit A (said dealers being hereinafter called the "Dealers") that:
1.1 A registration statement with respect to the Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC") promulgated thereunder, covering the Units. Such registration statement, which includes a preliminary prospectus, was initially filed with the SEC on or about September 27, 2002. Copies of such registration statement and each amendment thereto have been or will be delivered to the Dealer Manager. (The registration statement and prospectus contained therein, as finally amended and revised at the effective date of the registration statement, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus," except that if the Prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term "Prospectus" shall also include the Prospectus filed pursuant to Rule 424(b).)
1.2 The Partnership has been duly and validly organized and formed as a limited partnership under the laws of the state of Texas, with the power and authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the Securities Act and the Rules and Regulations and do not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the foregoing provisions of this Section 1.3 will not extend to such statements contained in or omitted from the Registration Statement or Prospectus as are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager in writing to the Partnership specifically for inclusion therein.
1.4 The Partnership intends to use the funds received from the sale of the Units as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any governmental authority is required in c...
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Contributor that as of the date of this Agreement:
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Underwriters that:
Representations and Warranties of the Partnership. The Partnership hereby represents and warrants to, and agrees with the Holder, that:
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Retiring Partner as follows:
(a) The Partnership is duly organized and validly existing under the laws of the State of California and has been duly authorized by all necessary and appropriate partnership action to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement is a valid and binding obligation of the Partnership enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.
(b) The execution of this Agreement by the Partnership and the performance of its obligations hereunder will not violate any contract, mortgage, indenture, or other similar restriction to which the Partnership is a party or by which the Partnership is bound.
(c) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the organizational and governing documents of the Partnership or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which the Partnership is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Partnership.
(d) Consummation of the Redemption by the Partnership will not render the Partnership insolvent under California partnership law.
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Holder that:
(a) The Partnership has all necessary power and authority to execute, deliver and perform the obligations under this Option and the execution, delivery and performance by the Partnership of this Option has been duly authorized by all necessary action; and this Option has been duly and validly executed and delivered by the Partnership and constitutes the legal, valid and binding obligations of the Partnership and is enforceable against the Partnership in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles and except as rights to indemnity thereunder may be limited by applicable securities laws; and
(b) The execution, delivery and performance by the Partnership of this Option and the issuance by the Partnership of Class A Common Units upon exercise of the Option, do not and will not contravene or constitute a default under any provision of applicable law or regulation or of the Partnership Agreement or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Partnership or result in the creation or imposition of any lien on any asset of the Partnership.
Representations and Warranties of the Partnership. The Partnership represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
Representations and Warranties of the Partnership. The Partnership represents and warrants as of the date hereof and as of the Closing Date as follows: