Common use of Necessary Authority Clause in Contracts

Necessary Authority. The Sales Agents have all necessary governmental, regulatory and other approvals and licenses and has effected all filings and registrations required to conduct its business and perform its obligations as described in the Prospectus and this Agreement. The Sales Agents will use their best efforts to be and remain qualified to offer and sell the Units in those jurisdictions in which the Partnership and the Sales Agents agree the Units will be offered. Specifically, each Sales Agent represents that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered with the Securities and Exchange Commission pursuant to Section 15 of the Exchange Act; that it is a member of the NASD; that its customers' accounts are insured by the Securities Investors Protection Corporation ("SIPC"); and that, during the term of this Agreement, it will abide by all of the rules and regulations of the NASD including, without limitation, the NASD Rules of Fair Practice. Each Sales Agent agrees to notify the General Partner immediately in the event of (1) the termination of its coverage by the SIPC; (2) its expulsion or suspension from the NASD, or (3) its being found to have violated any applicable Federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Any Sales Agent's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Suspension of any Sales Agent from the NASD for violation of any applicable Federal or state law, rule or regulation will terminate this Agreement effective immediately upon written notice by the General Partner of termination to Sales Agent.

Necessary Authority. The Sales Agents have all necessary governmental, regulatory and other approvals and licenses and has effected all filings and registrations required to conduct its business and perform its obligations as described in the Prospectus and this Agreement. The Sales Agents will use their best efforts to be and remain qualified to offer and sell the Units in those jurisdictions in which the Partnership Pool and the Sales Agents agree the Units will be offered. Specifically, each Sales Agent represents that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered with the Securities and Exchange Commission pursuant to Section 15 of the Exchange Act; that it is a member of the NASD; that its customers' accounts are insured by the Securities Investors Protection Corporation ("SIPC"); and that, during the term of this Agreement, it will abide by all of the rules and regulations of the NASD including, without limitation, the NASD Rules of Fair PracticeConduct Rules. Each Sales Agent agrees to notify the General Partner Manager immediately in the event of (1) the termination of its coverage by the SIPC; (2) its expulsion or suspension from the NASD, or (3) its being found to have violated any applicable Federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Any Sales Agent's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Suspension of any Sales Agent from the NASD for violation of any applicable Federal or state law, rule or regulation will terminate this Agreement effective immediately upon written notice by the General Partner Manger of termination to Sales Agent.