Representations and Warranties by the Limited Partners Sample Clauses

Representations and Warranties by the Limited Partners. Each Limited Partner, for itself only, represents and warrants to the General Partner, the other Limited Partners and the Partnership that (i) all transactions contemplated by this Agreement to be performed by such Limited Partner have been duly authorized by all necessary action; and (ii) this Agreement is binding upon, and enforceable against, such Limited Partner in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Representations and Warranties by the Limited Partners. Each Limited Partner severally represents and warrants to the General Partner and the Partnership as follows:
Sample 1Sample 2
Representations and Warranties by the Limited Partners. A. Each Limited Partner that is an individual (including each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to the Partnership, the General Partner and each other Limited Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Limited Partner will not result in a breach or violation of, or a default under, any material agreement by which such Limited Partner or any of such Limited Partner's property is bound, or any statute, regulation, order or other law to which such Limited Partner is subject; (ii) such Limited Partner is neither a "Foreign Person" within the meaning of Code Section 1445(f) nor a "Foreign Partner" within the meaning of Code Section 1446(e); (iii) to the best of its knowledge, after reasonable inquiry, such Limited Partner does not own, directly or indirectly or by attribution under Code Section 318 (as modified by Code Section 856(d)(5)), (A) stock of any corporation that is a tenant of either (I) the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner or the Partnership is a member; or (B) an interest in the assets or net profits of any tenant of either (I) the General Partner; (II) the Partnership; or (III) any partnership, venture or limited liability company of which the General Partner or the Partnership is a member; (iv) such Limited Partner does not own, directly or indirectly or by attribution under Code Section 544 (as modified by Code Section 856(h)) stock of the General Partner other than by reason of the Redemption right; and (v) this Agreement is binding upon and enforceable against such Limited Partner in accordance with its terms.
Sample 1Sample 2
Representations and Warranties by the Limited Partners. A. Each Limited Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to the Partnership, the General Partner and each other Limited Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Limited Partner will not result in a breach or violation of, or a default under, any material agreement by which such Limited Partner or any of such Limited Partner's property is bound, or any statute, regulation, order or other law to which such Limited Partner is subject, (ii) such Limited Partner is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iii) such Limited Partner does not own, directly or indirectly or by attribution under Code Section 318 (as modified by Code Section 856(d)(5)), (a) nine and eight-tenths percent (9.8%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and eight-tenths percent (9.8%) or more of the total number of shares of all classes of stock, of the General Partner or of any corporation that is a tenant of either (I) the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner or the Partnership is a member or (b) an interest of nine and eight-tenths percent (9.8%) or more in the assets or net profits of any tenant of either (I) the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner or the Partnership is a member, (iv) such Limited Partner does not own, directly or indirectly or by attribution under Code Section 544 (as modified by Code Section 856(h)) stock of the General Partner (except as set forth in a Partner Schedule), and (v) this Agreement is binding upon, and enforceable against, such Limited Partner in accordance with its terms.
Sample 1
Representations and Warranties by the Limited Partners. (a) Each Limited Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or Substituted Limited Partner) represents and warrants to the Partnership, the General Partner and each other Limited Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Limited Partner will not result in a breach or violation of, or a default under, any material agreement by which such Limited Partner or any of such Limited Partner's property is bound, or any statute, regulation, order or other law to which such Limited Partner is subject, (ii) such Limited Partner is neither a "foreign person" within the meaning of Code Section 1445(o nor a "foreign partner" within the meaning of Code Section 1446(e), and (iii) this Agreement is binding upon, and enforceable against, such Limited Partner in accordance with its terms.
Sample 1
Representations and Warranties by the Limited Partners. A. Each Limited Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to the Partnership, the General Partner and each other Limited Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Limited Partner will not result in a breach or violation of, or a default under, any material agreement by which such Limited Partner or any of such Limited Partner’s property is bound, or any statute, regulation, order or other law to which such Limited Partner is subject, (ii) such Limited Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a “foreign partner” within the meaning of Code Section 1446(e), (iii) such Limited Partner does not own, directly or indirectly or by attribution under Code Section 318 (as modified by Code Section 856(d)(5)), (a) nine and eight-tenths percent (9.8%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and eight-tenths percent (9.8%) or more of the total number of shares of all classes of stock, of New Plan or of any corporation that is a tenant of any of (I) New Plan, (II) the General Partner, (III) the Partnership or (IV) any partnership, venture or limited liability company of which New Plan, the General Partner or the Partnership is a member or (b) an interest of nine and eight-tenths percent (9.8%) or more in the assets or net profits of any tenant of any of (I) New Plan, (II) the General Partner, (III) the Partnership or (IV) any partnership, venture or limited liability company of which New Plan, the General Partner or the Partnership is a member, (iv) such Limited Partner does not own, directly or indirectly or by attribution under Code Section 544 (as modified by Code Section 856(h)) stock of New Plan (except as set forth in a Partner Schedule), and (v) this Agreement is binding upon, and enforceable against, such Limited Partner in accordance with its terms.
Sample 1
Representations and Warranties by the Limited Partners 
Sample 1
AutoNDA by SimpleDocs

Related to Representations and Warranties by the Limited Partners

  • Representations and Warranties by the Partners A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

  • Representations and Warranties of Members By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges that:

  • Representations and Warranties by the Trust The Trust represents and warrants that:

  • Representations and Warranties by the Adviser The Adviser represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date and as of each Option Closing Date (if any), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.