General Partner Representations Sample Clauses

General Partner Representations. The General Partner represents ------------------------------- and warrants to the Contributor as follows:
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
General Partner Representations. The General Partner represents and warrants to Brookdale as follows as of the date hereof and as of the Closing Date: (a) The General Partner is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to own and operate its property and to carry on its business as now conducted. The Company is duly qualified to do business in each jurisdiction where the nature of its operations and applicable laws require such qualification, except where the failure to be so qualified would not have a material adverse effect on the General Partner. (b) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, and this Agreement is the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or the laws or equitable principles affecting the enforcement of creditors' rights generally. (c) The execution, delivery and performance by the General Partner of this Agreement do not contravene the terms of the General Partners's Articles of Incorporation or Regulations, true, correct and complete copies of which have been delivered to Brookdale, conflict with or result in any breach or contravention of, or the creation of any lien under, any agreements or instruments to which it is a party or by which it or any of its property is bound or violate any state or federal law and all required approvals therefor, if any, have been duly obtained. (d) The General Partner is the sole general partner of the Owner, and the General Partnership Interest constitutes one percent (1%) of the partnership interests in, the Owner. (e) Subject to the Senior Lender's rights with respect to and any rights that it may acquire upon the acquisition of the Preferred Equity and the Warrants (as such terms are defined in the Senior Loan Agreement), the General Partner owns the General Partnership Interest free of any liens, claims or encumbrances. (f) All of the representations and warranties made on behalf of the General Partner set forth in Article V of the Subordinate Loan Agreement are true and correct as though such representations and warranties were set forth herein for Brookdale's benefit. (g) The General Partner has no outstanding liabilities, contingent or otherwise,...
Sample 1Sample 2
General Partner Representations. In connection with the issuance of Partnership Units to Partnership GP, Partnership GP hereby makes the representations and warranties to set forth in this Section 3.1 as to itself for the benefit of the Partnership.
Sample 1Sample 2
General Partner Representations. The General Partner represents and warrants to the Partnership that: (A) General Partner is a corporation duly formed and validly existing in good standing under the laws of the State of New York, and will be duly registered or qualified to conduct business in each jurisdiction or place in which the conduct of its business legally requires such registration or qualification; (B) The execution, delivery and performance of this Partnership Agreement by the General Partner and the consummation of the transactions contemplated hereby have been authorized by all requisite action by or with respect to the General Partner, and this Partnership Agreement, when executed by the General Partner, will constitute a valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to bankruptcy laws, and laws affecting creditors rights severally; (C) The General Partner is not in violation of its certificate of incorporation or bylaws or in default in any material respect in the performance of any material agreement to which the General Partner is a party or bound. The execution, delivery and performance
Sample 1Sample 2
General Partner Representations. 85 14.10 Counterparts ........................................ 89 14.11
Sample 1
General Partner Representations. As of the date this Subscription Agreement is accepted by the General Partner on behalf of itself and the Partnership, the General Partner on behalf of itself and the Partnership makes to the Subscriber the representations and warranties set forth on Appendix A to this Subscription Agreement, which is incorporated herein by reference in its entirety.
Sample 1
General Partner Representations. The General Partner hereby represents and warrants that, to the best of its knowledge, having inquired of the Principals and the Key Employees (a) there are no actions, proceedings or investigations pending before any court or governmental authority against the General Partner or the Principals that claim or allege (i) violation of any securities law, rule or regulation, or (ii) breach of fiduciary duties; (b) during the five years prior to the date hereof, none of the Principals has been found liable for, nor settled, any such violation in any such action, proceeding or investigation; and (c) the Principals were never convicted of an offense punishable by imprisonment.
Sample 1
AutoNDA by SimpleDocs
General Partner Representations. The Subscription Agreements, this Agreement, and each other written document, certificate or instrument furnished to the KRS Partner or its representatives by or on behalf of the General Partner or the Partnership in connection with the transactions contemplated hereby, do not, taken together, make any untrue statement of material fact or omit to state a material fact necessary in order to make the statement contained therein not misleading in light of the circumstances under which they are made. In addition, the General Partner represents and warrants, to its knowledge, as follows: (a) The execution of this Agreement by the General Partner does not result in the breach of any agreement to which the General Partner, its managing directors, Investment Manager or the Partnership are parties; (b) The execution of this Agreement by the General Partner does not result in the breach of any license, permit, franchise or certificate to which the General Partner, its managing directors, Investment Manager or the Partnership are parties or by which any of them are bound; (c) The execution of this Agreement by the General Partner does not result in the violation of any statue, regulation, order, writ, injunction, judgment or decree to which the General Partner, its managing directors or Investment Manager are subject; (d) None of the General Partner, managing directors, Investment Manager or Partnership are in default in the performance of any obligation, agreement or condition to which they are bound or subject that might materially adversely affect their business or financial condition or impair their ability to carry out their obligations under this Agreement; (e) None of the of the General Partner, managing directors, Investment Manager have violated any statute, regulation, law, order or decree to which any of them are subject that might materially adversely affect their business or financial condition or impair their ability to carry out their obligations under this Agreement; (f) There is no legal action, suit or arbitration or other legal, administrative or governmental investigation, proceeding or inquiry pending, or to the knowledge of the General Partner, threatened against the properties or assets of the General Partner, managing directors, Investment Manager or the Partnership that might reasonably be expected to have a material adverse affect on them or the Partnership; (g) No additional governmental approvals are required to enable the Partnership and ...
Sample 1
General Partner Representations. The General Partner represents and warrants to Raleigh that the statements contained in this Section 12 (and to the Purchaser that the statements contained in Sections 12(a) and 12(b)) are correct and complete as of the date of this Agreement and shall be correct and complete as of the GP Assets Closing, the GP Asset Call Effective Date or the closing date of a Permitted Transaction, as the case may be, (or, in the case of the Purchaser, as of the Raleigh Interests Closing or the Raleigh Interests Call Effective Date, as the case may be) as though then made: (a) The General Partner is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The General Partner possesses all requisite power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by the General Partner and constitutes the legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, and the Indemnification and Release Agreement or the Release Agreement, to the extent required to be executed and delivered by the General Partner (the "General Partner Ancillary Document"), will upon such execution and delivery constitute the legal, valid and binding obligation of the General Partner enforceable against the General Partner in accordance with its terms. Except as set forth on Schedule 1, the execution, delivery and performance by the General Partner of this Agreement and the General Partner Ancillary Document and the consummation by the General Partner of the transactions contemplated hereby and thereby will not (i) subject to complying with the terms of the Partnership Agreement, violate any provision of any law, rule, regulation, agreement, document or instrument to which the General Partner is subject, (ii) conflict or violate any order, judgment, injunction, award or decree applicable to the General Partner. Except as set forth on Schedule 1 and except for materials required to be filed with the Commission pursuant to the Securities Exchange Act and any filing under HSR, the execution, delivery and...
Sample 1

Related to General Partner Representations

  • The Adviser’s Representations The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Representations and Warranties of the Members Unless otherwise set forth in an agreement between the Company and a Member, each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (D) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations of Members (Check if Applicable) ☐ - MULTI-MEMBER: Each of the Members represents, warrants and agrees that the Member is acquiring the interest in the Company for the Member’s own account for investment purposes only and not with a view to the sale or distribution thereof; the Member, if an individual, is over the age of 21; if the Member is an organization, such organization is duly organized, validly existing and in good standing under the laws of its State of organization and that it has full power and authority to execute this Agreement and perform its obligations hereunder; the execution and performance of this Agreement by the Member does not conflict with, and will not result in any breach of, any law or any order, writ, injunction or decree of any court or governmental authority against or which binds the Member, or of any agreement or instrument to which the Member is a party; and the Member shall not dispose of such interest or any part thereof in any manner which would constitute a violation of the Securities Act of 1933, the Rules and Regulations of the Securities and Exchange Commission, or any applicable laws, rules or regulations of any State or other governmental authorities, as the same may be amended.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!