Common use of Additional Representations and Warranties of Partner Clause in Contracts

Additional Representations and Warranties of Partner. Partner represents and warrants to the Seller Partnership and SHP as follows: Partner has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Partner. Assuming the due authorization, 145 execution and delivery of this Agreement by the Seller Partnership, this Agreement constitutes the valid and binding agreement of Partner enforceable against Partner in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. The Units of Partner are the only voting securities of the Seller Partnership owned (beneficially or of record) by Partner and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than the Contribution Agreement, this Agreement and the Consents. Partner has not appointed or granted any irrevocable proxy, which appointment or grant is still effective, with respect to the Units. The execution and delivery of this Agreement by Partner does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon it, nor require any consent, notification, regulatory filing or approval which has not been obtained or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Units owned by Partner pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Partner is a party or by which Partner or the Units owned by Partner are bound or affected. Partner acknowledges that the restrictions imposed upon it are so imposed only in Partner's capacity as a partner of the Seller Partnership.

Additional Representations and Warranties of Partner. Partner represents and warrants to the Seller Partnership and SHP as follows: Partner has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Partner. Assuming the due authorization, 145 161 execution and delivery of this Agreement by the Seller Partnership, this Agreement constitutes the valid and binding agreement of Partner enforceable against Partner in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. The Units of Partner are the only voting securities of the Seller Partnership owned (beneficially or of record) by Partner and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than the Contribution Agreement, this Agreement and the Consents. Partner has not appointed or granted any irrevocable proxy, which appointment or grant is still effective, with respect to the Units. The execution and delivery of this Agreement by Partner does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon it, nor require any consent, notification, regulatory filing or approval which has not been obtained or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Units owned by Partner pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Partner is a party or by which Partner or the Units owned by Partner are bound or affected. Partner acknowledges that the restrictions imposed upon it are so imposed only in Partner's capacity as a partner of the Seller Partnership.

Additional Representations and Warranties of Partner. Partner represents and warrants to the Seller Partnership and SHP as follows: Partner has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Partner. Assuming the due authorization, 145 execution and delivery of this Agreement by the Seller Partnership, this Agreement constitutes the valid and binding agreement of Partner enforceable against Partner in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. The Units of Partner are the only voting securities of the Seller Partnership owned (beneficially or of record) by Partner and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than the Contribution Agreement, this Agreement and the Consents. Partner has not appointed or granted any irrevocable proxy, which appointment or grant is still effective, with respect to the Units. The execution and delivery of this Agreement by Partner does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon it, nor require any consent, notification, regulatory filing or approval which has not been obtained or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Units owned by Partner pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Partner is a party or by which Partner or the Units owned by Partner are bound or affected. Partner acknowledges that the restrictions imposed upon it are so imposed only in Partner's capacity as a partner of the Seller Partnership.

Additional Representations and Warranties of Partner. Partner represents and warrants to the Seller Partnership and SHP as follows: Partner has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Partner. Assuming the due authorization, 145 153 execution and delivery of this Agreement by the Seller Partnership, this Agreement constitutes the valid and binding agreement of Partner enforceable against Partner in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles. The Units of Partner are the only voting securities of the Seller Partnership owned (beneficially or of record) by Partner and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than the Contribution Agreement, this Agreement and the Consents. Partner has not appointed or granted any irrevocable proxy, which appointment or grant is still effective, with respect to the Units. The execution and delivery of this Agreement by Partner does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon it, nor require any consent, notification, regulatory filing or approval which has not been obtained or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Units owned by Partner pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Partner is a party or by which Partner or the Units owned by Partner are bound or affected. Partner acknowledges that the restrictions imposed upon it are so imposed only in Partner's capacity as a partner of the Seller Partnership.