Representations and Warranties of the Partnership Sample Clauses
POPULAR SAMPLE Copied 1 times
Representations and Warranties of the Partnership. The Partnership represents and warrants to and agrees with the Underwriter that:
(a) the Registration Statement has heretofore become effective under the Act or, with respect to any registration statement to be filed to register the offer and sale of Units pursuant to Rule 462(b) under the Act, will be filed with the Commission and become effective under the Act no later than 10:00 P.M., New York City time, on the date of determination of the public offering price for the Units; no stop order of the Commission preventing or suspending the use of the Basic Prospectus, any Preliminary Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Partnership’s knowledge, are contemplated by the Commission;
(b) the Registration Statement conformed when it became effective, conforms as of the date hereof and, as amended or supplemented and at the time of purchase, will conform, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby conforms with, the requirements of Rule 415 under the Act; the Registration Statement did not, as of the Effective Time, 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; the Preliminary Prospectus conformed or will conform in all material respects with the requirements from the Act as of the date hereof, at the time it was filed with the Commission, as of the date of such Preliminary Prospectus and at the time of purchase; the Disclosure Package did not, as of the Applicable Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Basic Prospectus conformed or will conform, as of its date and at the time of purchase, in all material respects, with the requirements of the Act; each of the Prospectus Supplement and the Prospectus will conform, as of the date that it is filed with the Commission, the date of the Prospectus Supplement and the time of purchase,...
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 as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Partnership. The Partnership represents and warrants to and agrees with the Manager that:
(a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement on Form S-3 (File No. 333-183388), including a form of prospectus, in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) for registration under the Act of the offering and sale of the Units, and such registration statement has become effective. The Registration Statement (as defined below) contains certain information concerning the offering and sale of the Common Units, including the Units, and contains additional information concerning the Partnership and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below) or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or, to the Partnership’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Manager, as well as any new registration statement or post-effective amendment as may have been filed pursuant to Sections 4(f) or (g) of this Agreement, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Manager, and (3) any registration statement filed to register the offer and sale of Units pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Effective Date,” means each date and time that the Registration Statement and any post-effective amendment or ...