Representations and Warranties of the Atlas Parties Sample Clauses

Representations and Warranties of the Atlas Parties. Each Atlas Party, severally and not jointly, hereby represents and warrants to the Fairfax Holders as follows: 3.1 Such Atlas Party is duly incorporated and organized, and is validly existing and in good standing, under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands. 3.2 Such Atlas Party has the requisite corporate or other power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby. Such Atlas Party has taken all necessary corporate action required for the due authorization of all of the foregoing. 3.3 The Series J Preferred Shares and the Conversion Shares have been duly authorized and, when the Series J Preferred Shares and the Conversion Shares are issued and delivered, such securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 3.4 The Company is a reporting foreign issuer for purposes of Regulation S. 3.5 The dividends on the Series J Preferred Shares shall not be subject to withholding tax. 3.6 Upon completion of the transactions contemplated by this Agreement, the Fairfax Holders will hold all of the Series J Preferred Shares. 3.7 No Atlas Party is, and, after giving effect to the transactions contemplated by the Transaction Documents, no Atlas Party will be, an “investment company” under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Representations and Warranties of the Atlas Parties. Atlas America and the Atlas Parties, jointly and severally, represent and warrant to each Underwriter that: (a) Any Prepricing Prospectus, at the date of filing thereof with the Commission, complied in all material respects with the requirements of the Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus. The Registration Statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) under the Act complied or will comply in all material respects with the provisions of the Act and did not or will not at any such times 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. Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the rules and regulations under the Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, no representation or warranty is made as to statements in or omissions from the Registration Statement, the Prospectus or any Prepricing Prospectus made in reliance upon and in conformity with information furnished to the Partnership in writing by or on behalf of any Underwriter through you expressly for use therein (that information being limited to that described in Section 12 hereof). (b) The Partnership has been duly formed and is validly existing and in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the "Delaware LP Act") with full power and authority to own or lease its properties to be owned or leased at the Closing Date, after giving effect to the Transactions, and to conduct its business to be conducted at the Closing Date, in each case as described in the Registration Statement and the...