Common use of AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER Clause in Contracts

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally agree as follows: (a) Promptly to file the Final Amendment and the Prospectus with the SEC, but not to file any amendment or supplement to the Registration Statement or Prospectus, except such as counsel for the General Partner shall deem advisable in order to assure compliance with applicable laws. (b) To advise the Selling Agent (I) when the Registration Statement has become effective, (ii) of the issuance by the SEC, CFTC or any other federal or state regulatory body of any stop order suspending the effectiveness of the Registration Statement under the Securities Act, the CFTC registration or NFA membership of the General Partner as a commodity pool operator or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose and (iii) the receipt by the Partnership or any representative or attorney of the Partnership of any other material communication from the SEC, CFTC, NFA or any Blue Sky or securities law administrator relating to the Partnership, the Registration Statement, any preliminary prospectus or the Prospectus, as it may be amended or supplemented. The Partnership will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement under the Securities Act or the registration of Units under the laws of the several states and various other jurisdictions or enjoining the offering and, if any such order is issued, to obtain as soon as possible the withdrawal thereof; provided, that in no event shall the Partnership be obligated to (I) take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, or taxes in any jurisdiction where it is not now so subject or (ii) change any term in the Registration Statement, as the same may be amended or supplemented. (c) To deliver to the Selling Agent, without charge, as many conformed copies of the registration statement as originally filed and of the Registration Statement and each amendment or supplement thereto (including all exhibits filed with, or incorporated by reference in, any such document) the Selling Agent may reasonably request. (d) During the Continuing Offering Period to deliver, without charge, to the Selling Agent, at such office or offices within the United States of America as the Selling Agent may reasonably designate, as many copies of the Prospectus, as it may be amended or supplemented, as the Selling Agent may reasonably request.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally agree as follows: (a) Promptly to file the Final Amendment and the Prospectus with the SEC, but not to file any amendment or supplement to the Registration Statement or Prospectus, except such as counsel for the General Partner shall deem advisable in order to assure compliance with applicable laws. (b) To advise the Selling Agent (Ii) when the Registration Statement has become effective, (ii) of the issuance by the SEC, CFTC or any other federal or state regulatory body of any stop order suspending the effectiveness of the Registration Statement under the Securities Act, the CFTC registration or NFA membership of the General Partner as a commodity pool operator or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose and (iii) the receipt by the Partnership or any representative or attorney of the Partnership of any other material communication from the SEC, CFTC, NFA or any Blue Sky or securities law administrator relating to the Partnership, the Registration Statement, any preliminary prospectus or the Prospectus, as it may be amended or supplemented. The Partnership will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement under the Securities Act or the registration of Units under the laws of the several states and various other jurisdictions or enjoining the offering and, if any such order is issued, to obtain as soon as possible the withdrawal thereof; provided, that in no event shall the Partnership be obligated to (Ii) take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, or taxes in any jurisdiction where it is not now so subject or (ii) change any term in the Registration Statement, as the same may be amended or supplemented. (c) To deliver to the Selling Agent, without charge, as many conformed copies of the registration statement as originally filed and of the Registration Statement and each amendment or supplement thereto (including all exhibits filed with, or incorporated by reference in, any such document) as the Selling Agent may reasonably request. (d) During the Continuing Offering Period to deliver, without charge, to the Selling Agent, at such office or offices within the United States of America as the Selling Agent may reasonably designate, as many copies of the Prospectus, as it may be amended or supplemented, as the Selling Agent may reasonably request.