Covenants of the Partnership. The Partnership covenants with each Underwriter as follows:
Covenants of the Partnership. The Partnership covenants with the Underwriters as follows:
(a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.
(b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or su...
Covenants of the Partnership. Article IV of the Original Indenture is hereby supplemented, but only in relation to the Notes, by the addition of the following new Section at the end of Article IV:
Covenants of the Partnership. The Partnership covenants with each Underwriter as follows:
(a) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object.
(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be mis...
Covenants of the Partnership. The Partnership covenants with the Managers as follows:
Covenants of the Partnership. The Partnership covenants and agrees with each Agent that:
Covenants of the Partnership. The Partnership covenants and agrees with the Dealer Manager that:
2.1 It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the offering of the Units of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Partnership and all appropriate regulatory agencies).
2.2 It will furnish such proper information and execute and file such documents as may be necessary for the Partnership to qualify the Units for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Partnership will furnish to the Dealer Manager a copy of such papers filed by the Partnership in connection with any such qualification.
Covenants of the Partnership. The Partnership covenants, warrants and ---------------------------- represents, during the full term of this Agreement, that:
(a) It shall use its best efforts to prevent the sale of the Units through persons other than VII.
(b) It shall provide VII, when received, with a copy of any letter from the NASD in which the NASD indicates that it does not disapprove of the underwriting arrangements with respect to the Offering.
(c) It shall use its best efforts to maintain the effectiveness of the Registration Statement on Form SB-2 with the SEC and to file such amendments to said Registration Statement as may be reasonably necessary for that purpose.
(d) It shall advise VII whenever and as soon as it receives or learns of any order issued by the SEC or any state regulatory agency or any other regulatory agency which suspends or withdraws any of the Registration Statements, or prevents the use of the Prospectus, or which otherwise prevents or suspends the Offering, or receives notice of any proceedings regarding any such order.
(e) It shall use its best efforts to prevent the issuance of any order described in subsection (d) above and to obtain the lifting of any such order if issued.
(f) It shall give VII notice when the Offering becomes effective and shall deliver to VII such number of copies of the Prospectus and any supplements and amendments thereto, in the form in which filed with the SEC, as VII may reasonably request in connection with the sale of the Units, which Prospectus shall in all respects conform to the applicable requirements of the Securities Act of 1933 and any applicable state securities law and all applicable rules and regulations promulgated thereunder, and which Prospectus shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
(g) It shall make available such number of copies of the Prospectus as VII reasonably requests for the purposes contemplated by the Securities Act of 1933 and any applicable state securities law and the rules and regulations promulgated thereunder.
(h) It shall promptly notify VII of any amendments or supplements to Prospectus and shall furnish VII with copies thereof.
(i) It shall keep VII fully informed of any material development to which the Partnership is a party or which concerns the business and condition of the Partnership.
(j) It shall use its best effor...
Covenants of the Partnership. The Partnership and the General Partner, jointly and severally, covenant with each Underwriter as set forth in items (a) through (h) and (j) through (q) below and the Partnership Parties covenant with each Underwriter as set forth in item (i) below:
Covenants of the Partnership. The Partnership hereby covenants to --------------------------- Stanford that the Partnership will not take any of the following actions prior to the exercise or expiration of all of the Warrants without the prior written consent of Stanford:
(a) Amend or modify any of the provisions of the Partnership Agreement.
(b) Issue any interests in the Partnership, other than the Interests to be issued pursuant to the terms of the Warrants.
(c) Consolidate with or merge into any other person, or sell all or substantially all of its assets.
