Representations of the Partners Sample Clauses

Representations of the Partners. Each Partner represents and warrants to the Partnership and every other Partner that (a) he is fully aware of, and is capable of bearing, the risks relating to an investment in the Partnership, (b) he understands his Interest in the Partnership has not been registered under the Securities Act of 1933, as amended, or the securities law of any jurisdiction in reliance upon exemptions contained in those laws, and (c) he has acquired his Interest in the Partnership for his own account, with the intention of holding the Interest for investment and without any intention of participating directly or indirectly in any redistribution or resale of any portion of the Interest in violation of the Securities Act of 1933, as amended, or any applicable law.
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Representations of the Partners. 5.1 Each of the Partners severally represents and warrants to the Company that he or she or it has valid and marketable title to its respective Resort Partnership Interests, Hotel Partnership Interests and Realty Partnership Interests set forth in the Recitals, free and clear of all liens, charges, encumbrances, equities, claims, options, proxies, pledges, security interests and rights of whatever nature, and the transfer of such partnership interests to the Company by the Plausteiners, directly, and by Ski, Hotel and Realty, indirectly, hereunder shall pass good and marketable title to such Resort Partnership Interests, Hotel Partnership Interests and Realty Partnership Interests, free and clear of all liens, charges, encumbrances, equities, claims, options, proxies, pledges, security interests and rights of whatever nature.
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Representations of the Partners. Each Partner represents and warrants to the Partnership and every other Partner that such Partner (i) understands and acknowledges that the interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction; (ii) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (iii) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the interests in the Partnership; (iv) is able to bear the economic risk of an investment in the interests in the Partnership for an indefinite period, including the risk of a complete loss of any such investment; and (v) is acquiring the interests in the Partnership for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. In addition to the foregoing representations and warranties, the Withdrawing General Partner and the Limited Partners (other than the Institutional Partners), jointly and severally, make to the General Partner and to the Institutional Partners each of the representations and warranties set forth on Exhibit C.
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Representations of the Partners. 63 Section 10.1 Representations of the Fund Partners......................................... 63 Section 10.2 Representations of the LXP Partners.......................................... 64
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Representations of the Partners 
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Related to Representations of the Partners

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • Representations of the Adviser The Adviser represents, warrants and agrees that:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that:

  • Representations of the Manager The Manager represents, warrants and agrees that:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

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