Status and Capacity of Partners Sample Clauses

Status and Capacity of Partners. Each Partner, other than the General Partner, represents and warrants to and covenants with each other Partner that such Partner has and will continue to have the capacity and authority to enter into and be bound by this Agreement and will provide such evidence thereof as the General Partner may reasonably require.
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Status and Capacity of Partners. Each Partner represents, warrants and covenants to each other Partner that such Partner: (a) has been duly authorized by all necessary corporate or partnership action, as applicable, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; (b) has the capacity to enter into and be bound by this Agreement and will provide such evidence thereof as the other Partners may reasonably require; (c) it is not a “tax shelter” within the meaning of the Tax Act; (d) it has not, and it will not take any action which could reasonably be expected to cause the Partnership to be a “SIFT partnership” within the meaning of the Tax Act; (e) is not a non-resident of Canada for the purposes of the Tax Act or, if such Partner is a partnership, is a “Canadian partnership” for purposes of the Tax Act; and (f) has not, and to its knowledge no director, officer, agent, employee or other Person authorized by it or any of its Affiliates to act on its behalf has (i) directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, directly or indirectly; (iii) violated or is in violation of any applicable provision of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Special Economic Measures Act (Canada), or the Freezing Assets of Corrupt Foreign Officials Act (Canada), in each case in any material respect; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in each case related to this Agreement and the transactions contemplated hereunder. The representations, warranties and covenants made pursuant to this Section 3.1 shall survive the execution of this Agreement and each Partner covenants and agrees to ensure that each representation, warranty and covenant made pursuant to this Section 3.1 remains true so long as such Partner remains a Partner.
Sample 1

Related to Status and Capacity of Partners

  • Independent Capacity of Contractor The Contractor and Contractor Parties shall act in an independent capacity and not as officers or employees of the state of Connecticut or of the Agency.

  • Capacity of Parties The signature(s) of the Obligor(s) on the Contract are genuine and all parties to the Contract had full legal capacity to execute the Contract.

  • Contract Capacity The capacity of the Project at any time shall be the lower of the following: (A) the contract capacity in MW designated in the Cover Sheet or (B) the Net Rated Output Capacity of the Project (the “Contract Capacity”). Throughout the Delivery Term, Seller shall sell all Product produced by the Project solely to Buyer. In no event shall Buyer be obligated to receive, in any Settlement Interval, any Surplus Delivered Energy. Seller shall not receive payment for any Surplus Delivered Energy. To the extent Seller delivers Surplus Delivered Energy to the Delivery Point in a Settlement Interval in which the Real-Time Price for the applicable PNode is negative, Seller shall pay Buyer an amount equal to the Surplus Delivered Energy (in MWh) during such Settlement Interval, multiplied by the absolute value of the Real-Time Price per MWh for such Settlement Interval.

  • INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party.

  • Individual Capacity The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Affiliates as though the Administrative Agent were not an Agent. With respect to the Loans made by it and all obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Required Lenders”, “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

  • Power and Capacity Each Shareholder has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes each Shareholders’s valid, legal and binding obligation and is enforceable against such Shareholder in accordance with its terms, subject, however, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights; SUNO — Corporate Status and Capacity

  • Corporate Capacity The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

  • INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this contract. The CONTRACTOR and his or her employees or agents performing under this contract are not employees or agents of the AGENCY. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the AGENCY or of the State of Washington by reason hereof, nor will the CONTRACTOR make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the CONTRACTOR.

  • Legal Capacity All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

  • Action in Shareholder Capacity Only The parties acknowledge that this Agreement is entered into by Shareholder solely in such Shareholder’s capacity as the Beneficial Owner of such Shareholder’s Owned Securities and nothing in this Agreement restricts or limits any action taken by such Shareholder in its capacity as a director or officer of the Company or any of its Affiliates and the taking of any actions (or failure to act) in its capacity as an officer or director of the Company, or any of its Affiliates, will not be deemed to constitute a breach of this Agreement, regardless of the circumstances thereto.

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