Common use of Status as a Well-Known Seasoned Issuer Clause in Contracts

Status as a Well-Known Seasoned Issuer. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Units in reliance on the exemption of Rule 163 and (D) as of the execution of this Agreement, the Partnership was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Units, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership on such an “automatic shelf registration statement.” The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (B) at the time of the most recent amendment to the Registration Statement thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations) made any offer relating to the Units Securities in reliance on the exemption of Rule 163 and of the 1933 Act Regulations, (D) as at the earliest time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the execution 1933 Act Regulations) of this Agreementthe Securities and (E) at the date hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form.

Status as a Well-Known Seasoned Issuer. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Units in reliance on the exemption of Rule 163 and (D) as of at the execution of this Agreementdate hereof, the Partnership was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Units, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership on such an “automatic shelf registration statement.” The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form.

Status as a Well-Known Seasoned Issuer. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Units Securities in reliance on the exemption of Rule 163 and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been 405 and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant is eligible to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is use an “automatic shelf registration statement,” as defined in Rule 405 and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an “automatic shelf registration statement.” The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the an automatic shelf registration statement formand was not and is not an “ineligible issuer” (as defined in Rule 405). Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (B) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations) made any offer relating to the Units Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder 1933 Act Regulations (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in “Rule 405”). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” ”. The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Registration Statement or any amendments thereto were filed with on August 12, 2009 and on the Commissiondate of this Agreement, (B) at the time of the most recent amendment to the Registration Statement thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Exchange Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act ) made any offer relating to the Units Shares in reliance on the exemption of Rule 163 of the Securities Act and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsShares, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (B) at the time of the most recent filing of Post-Effective Amendment No. 1 to the Original Registration Statement, (C) at the time of each subsequent amendment to the Original Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (CD) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations) made any offer relating to the Units Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (DE) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” ”. The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Registration Statement or any amendments thereto were filed with on April 29, 2009 and on the Commissiondate of this Agreement, (B) at the time of the most recent amendment to the Registration Statement thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Exchange Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act ) made any offer relating to the Units Shares in reliance on the exemption of Rule 163 of the Securities Act and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with 405, and satisfied all conditions and requirements for use of a registration statement on Form S-3 under the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405)Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsShares, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (B) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Exchange Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) under the Act) made any offer relating to the Units Shares and the ADSs in reliance on the exemption of Rule 163 under the Act and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405405 under the Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” ”, as defined in Rule 405 405, and the UnitsShares and ADSs, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” ”. The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares and the ADSs and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act.

Status as a Well-Known Seasoned Issuer. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Units Securities in reliance on the exemption of Rule 163 and (D) as of at the execution of this Agreementdate hereof, the Partnership was and is is, with respect to the Registration Statement, a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership on such an “automatic shelf registration statement.” The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. The Partnership has not, and no person acting on its behalf has, made any written communication that was an offer relating to the Securities (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (B) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations) made any offer relating to the Units Securities in reliance on the exemption of provided by Rule 163 of the 1933 Act Regulations and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer,” as defined in Rule 405 in connection with the offering and sale of the Units hereunder 1933 Act Regulations (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in “Rule 405”). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the respective times time of filing the Registration Statement or any amendments thereto were filed with at the Commissiontime it originally became effective (the “Original Registration Statement”), (B) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectusprospectus filed pursuant to Rule 424(b)), (C) at any the time the Partnership Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations) made any offer relating to the Units Notes in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) as of at the execution of this Agreementdate hereof, the Partnership Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 in connection with the offering and sale of the Units hereunder (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 405, and the UnitsNotes, since their registration on the Registration Statement, have been and remain eligible for registration by the Partnership Company on such an a Rule 405 “automatic shelf registration statement.” ”. The Partnership Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form.