REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed or furnished prior to the date hereof (excluding any disclosure set forth in any such Partnership SEC Document under the heading “Risk Factors” or in any section relating to forward-looking statements) or (b) the disclosure schedule delivered by the Partnership to Parent immediately prior to the execution of this Agreement (the “Partnership Disclosure Schedule”), each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents and warrants to Parent, Merger Sub and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally represent and warrant to each of you, individually, for your benefit, and for the benefit of the purchasers of the Units sold by you that:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. 10 Section 3.1 Qualification, Organization, Subsidiaries, etc. 10 Section 3.2 Capitalization 11 Section 3.3 Authority; Noncontravention 12 Section 3.4 Reports and Financial Statements 14 Section 3.5 Internal Controls and Procedures 14 Section 3.6 No Undisclosed Liabilities 15 Section 3.7 Compliance with Law; Permits 15 Section 3.8 Environmental Laws and Regulations 16 Section 3.9 Employee Benefit Plans 17 Section 3.10 Absence of Certain Changes or Events 18 Section 3.11 Investigations; Litigation 18 Section 3.12 Information Supplied 19 Section 3.13 Regulatory Matters 19 Section 3.14 Tax Matters 20 Section 3.15 Employment and Labor Matters 22 Section 3.16 Intellectual Property 22 Section 3.17 Real Property 23 Section 3.18 Insurance 24 Section 3.19 Opinion of Financial Advisor 24 Section 3.20 Material Contracts 24 Section 3.21 Finders or Brokers 26 Section 3.22 State Takeover Statute 26 Section 3.23 Investment Company Act 26 Section 3.24 Pre-Closing Transactions 26 Section 3.25 No Additional Representations or Warranties; Non-Reliance 26
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The General Partner and the Partnership represent and warrant to the Trading Advisor, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner severally and jointly represent and warrant to, and agree with, each Agent, unless otherwise specified, on and as of (i) the date of this Agreement, (ii) each date on which the Partnership receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which the Partnership executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2018 and prior to the date of this Agreement (but excluding any disclosure contained in any such Partnership SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by the Partnership to Parent (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (provided, that (i) disclosure in any section of such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represent and warrant to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and Atlas Growth Partners GP, LLC, the general partner of the Partnership (the “General Partner”) hereby represent, warrant and agree during the term of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally represent and warrant to Parent and Merger Sub that, except as (A) set forth in the disclosure schedule delivered by the Partnership to Parent and Merger Sub on the date of this Agreement (the “Partnership Disclosure Schedule”) (it being understood that any information set forth on one section or subsection of the Partnership Disclosure Schedule shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section or subsection), or (B) disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the SEC since January 1, 2018 by the Partnership and publicly available prior to the date of this Agreement (the “Partnership Filed SEC Documents”), excluding disclosure (other than statements of fact) contained in the “Risk Factors” or “Forward-Looking Statements” sections of such Partnership Filed SEC Documents or that otherwise constitute risk factors or forward looking statements of risks:
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. 27 Section 4.1 Organization, Standing and Power 28 Section 4.2 Capitalization 29 Section 4.3 Authority; Noncontravention; Voting Requirements 30 Section 4.4 Governmental Approvals 32 Section 4.5 Partnership SEC Documents; Undisclosed Liabilities; Internal Controls 33 Section 4.6 Absence of Certain Changes or Events 34 Section 4.7 Legal Proceedings 34 Section 4.8 Compliance With Laws 35 Section 4.9 Environmental Matters 35 Section 4.10 Information Supplied 36 Section 4.11 Tax Matters 36 Section 4.12 Partnership Benefit Plans; Employee Matters 37 Section 4.13 Real Property 37 Section 4.14 Regulatory Matters 39 Section 4.15 Opinion of Financial Advisor 39 Section 4.16 Brokers and Other Advisors 39 Section 4.17 Investment Company Act 39 Section 4.18 No Other Representations or Warranties 40
