Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Conversion Rights, the General Partner shall reserve for issuance such number of Shares as may be necessary to enable the General Partner to issue such Shares in full payment of the Purchase Price in regard to all Limited Partners' Partnership Interests which are from time to time outstanding.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Shares issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Conversion Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to the owners of its Shares.
(d) The General Partner shall, within five days after request by a Limited Partner, notify such Limited Partner of the then current Conversion Factor.
Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the registration of the 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 any Promotional Material or of the institution of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date.
(b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request.
(c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 A...
Covenants of the General Partner. The General Partner agrees and covenants for the benefit of each Owner, the Security Insurer and the Owner Trustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that:
(a) it shall not assign, sell, convey, pledge, transfer, reconvey, cancel, forgive, compromise or otherwise dispose of the Demand Note held by it, in whole or in part;
(b) it shall not sell, assign, transfer, give or encumber, by operation of law or otherwise, in whole or in part, the interest evidenced by its certificates acquired pursuant to Section 3.12 without the consent of the Security Insurer;
(c) other than pursuant to Section 2.7 or in connection with routine administrative matters, it shall not create, incur or suffer to exist any indebtedness or engage in any business, except, in each case, as permitted by its certificate of incorporation and the Basic Documents;
(d) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action;
(e) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States;
(f) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or...
Covenants of the General Partner. The General Partner shall devote such time, effort, and attention as may be reasonably necessary, advisable, or appropriate to manage and direct the operations, business and affairs of the Partnership.
Covenants of the General Partner. To facilitate the General Partner’s ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
(a) At all times during the pendency of the Rights, the General Partner shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the General Partner to issue such shares in exchange for all of the Partnership Units held by Limited Partners which are from time to time outstanding.
(b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Common Stock issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof.
(c) During the pendency of the Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders generally.
(d) Under no circumstances shall the General Partner declare any stock dividend, stock split, stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of Limited Partners under this Agreement.
(e) Notwithstanding the General Partner’s determination as to the form in which the consideration for the Offered Units shall be payable, the General Partner shall be required to pay such consideration by cashier’s check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock would disqualify the General Partner from being characterized as a REIT.
Covenants of the General Partner. The General Partner covenants and agrees that:
(i) The General Partner shall use its best efforts to maintain all registrations and memberships necessary for the General Partner to continue to act as described herein and in the Prospectus and to all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the General Partner's ability to act as described herein and in the Prospectus.
(ii) The General Partner shall inform the Trading Advisor immediately as soon as the General Partner or any of its principals becomes the subject of any lawsuit, investigation, claim, or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business or prospects of the General Partner. The General Partner shall also inform the Trading Advisor immediately if the General Partner or any of its officers become aware of any material breach of this Agreement by the General Partner.
(iii) The Partnership will furnish to the Trading Advisor copies of the Registration Statement, the Prospectus, and all amendments and supplements thereto, in each case as soon as available.
Covenants of the General Partner. The General Partner will use all reasonable efforts to:
(1) keep such Shelf Registration Statement effective until the third anniversary of the date on which the Shelf Registration Statement first becomes effective;
(2) prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the period specified in clause (1);
(3) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as any Reorganization Limited Partner from time to time may reasonably request;
(4) cause all Registrable REIT Securities registered as described herein to be listed on each securities exchange or quoted on each quotation service, if any, on which the Registrable REIT Securities of the same class are then listed or quoted;
(5) provide a transfer agent and registrar for all Registrable REIT Securities registered pursuant to the Shelf Registration Statement and a CUSIP number for all such Registrable REIT Securities;
(6) promptly comply with all applicable rules and regulations of the SEC with respect to the Shelf Registration Statement;
(7) promptly notify the Reorganization Limited Partners of the occurrence of any of the following events: (i) when the Shelf Registration Statement or any post-effective amendment thereto filed with the SEC has become effective; (ii) any request by the SEC for amendments or post-effective amendments to the Shelf Registration Statement or supplements to the related prospectus; (iii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement; (iv) the suspension by the General Partner of sales of Registrable REIT Securities pursuant to the Shelf Registration Statement in accordance with Section 8.8.C below; (v) the General Partner’s receipt of any notification of the suspension of the qualification of any Registrable REIT Securities covered by the Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; or (vi) subject to the General Partner’s rights under Section 8.8.C, the existence of any event, fact or circumstance that results in the Shelf Registration Statement or the related prospectus or any document incorpor...
Covenants of the General Partner. The General Partner covenants and agrees that:
Covenants of the General Partner. (a) The General Partner will maintain and keep in effect its corporate existence.
(b) The General Partner will deliver to the Administrative Agent, on behalf of the Lenders, and the Administrative Agent will promptly distribute to each Lender at their respective addresses as set forth in the Register, or such other office as may be designated by the Administrative Agent and the Lenders from time to time, (i) (A) consolidating balance sheets and income statements of the General Partner and its Subsidiaries at the times specified in, Section 8.1(a) and (B) audited financial statements of the General Partner at the time specified in Section 8.1(b), in each case certified and reported on in the same manner as the financial statements of the Borrower described in such Sections, and (ii) with reasonable promptness, such other information and data (financial or other) as may from time to time be reasonably requested by the Administrative Agent.
Covenants of the General Partner. To facilitate the General Partner's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows:
