Representations and Warranties of the Partnership Parties Sample Clauses
The "Representations and Warranties of the Partnership Parties" clause sets out the specific statements of fact and assurances that the partnership and its members affirm to be true at the time of entering into the agreement. These may include confirmations about the partnership’s legal status, authority to enter the agreement, ownership of assets, compliance with laws, and absence of undisclosed liabilities. By providing these representations and warranties, the clause helps allocate risk between the parties and ensures that all parties have a clear and accurate understanding of the partnership’s condition, thereby reducing the likelihood of disputes arising from misinformation or hidden issues.
Representations and Warranties of the Partnership Parties. Each of the Partnership Parties represents and warrants to and agrees with each of the Underwriters that:
Representations and Warranties of the Partnership Parties. The Partnership Parties represent and warrant to and agree with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.
(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any 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, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, contain any 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, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any 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 and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any 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, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use therein.
(c) The Partnership is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities ...
Representations and Warranties of the Partnership Parties. Each of the Partnership Parties hereby represents and warrants to the Contributing Parties as follows:
Representations and Warranties of the Partnership Parties. Each of the Partnership Parties, jointly and severally, represents and warrants to the Sponsors as of the date hereof as follows:
Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, if applicable, that:
Representations and Warranties of the Partnership Parties. Each of the Partnership Parties hereby represents and warrants to the Sponsor Parties and the Parent Parties that the execution and delivery of this Agreement by the Partnership Parties and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the board of directors of the General Partner on behalf of the Partnership and the General Partner. Each of the Partnership Parties acknowledges that neither the Sponsor Parties nor the Parent Parties have made, and the Sponsor Parties and the Parent Parties are not making, any representation or warranty of any kind except as expressly set forth in this Agreement or the Merger Agreement.
Representations and Warranties of the Partnership Parties. Each of the Partnership Parties, jointly and severally, represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 6.
(a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including the Base Prospectus, for registration under the Act of the offering and sale of the Units. The Registration Statement, including all amendments thereto filed prior to the Time of Sale, has become effective. The Partnership has filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses relating to the Units, each of which has previously been furnished to you. The Partnership will file with the Commission a Prospectus relating to the Units in accordance with Rule 424(b). As filed, the Prospectus will comply in all material respects with the Act and the rules and regulations of the Commission thereunder and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Time of Sale or, to the extent not completed at the Time of Sale, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised you, prior to the Time of Sale, will be included or made therein. The Registration Statement, at the Time of Sale, meets the requirements set forth in Rule 415(a)(1)(x).
(b) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of any of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission.
(c) On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) of the Rules and Regulations and on the Closing Date and each Option Closing Date, the Prospectus (and any supplement thereto) will comply in all material respects with the applicable requirements of the Act on the Effective Date and at the T...
Representations and Warranties of the Partnership Parties. The Partnership Parties represent and warrant to the Underwriters that:
Representations and Warranties of the Partnership Parties. The Partnership Parties represent and warrant that:
Representations and Warranties of the Partnership Parties. The Partnership Parties hereby, jointly and severally, represent and warrant to CONE Gathering that, as of the date hereof and as of the Closing: