Common use of General Partner's and Partnership's Representations and Covenants Clause in Contracts

General Partner's and Partnership's Representations and Covenants. The General Partner and the Partnership represent that: (a) This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Partnership enforceable in accordance with its terms. The General Partner and the Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive trading advisor. The Partnership empowers the Advisor to invest and reinvest the assets of the Partnership in commodities on the terms and conditions set forth herein. (b) The Partnership is duly formed and validly existing as a Delaware limited partnership with full partnership power to carry out its obligations under this Agreement and its Limited Partnership Agreement. (c) The prospectus pursuant to which the Partnership's Units are being offered, as amended and supplemented from time-to-time (collectively, the “Prospectus”), shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail to state any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”), the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all references to the Advisor and its Affiliates (as defined in Section 10(k) below), controlling persons, shareholders, partners, directors, officers and employees, as well as to such Advisor's trading approach and performance history. (d) The General Partner is duly formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement and is registered with the CFTC as a commodity pool operator and is a member of the NFA. (e) The Partnership shall make to the Partnership's limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention of the Advisor to manage the Account to comply with the CEA, the CFTC's regulations thereunder, the rules and regulations of the NFA and the applicable state and federal securities laws and regulations. (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Partnership, threatened against the Partnership, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory organization or any commodity exchange. (g) The Partnership is not required to be registered as an investment company under the Investment Company Act of 1940, as amended. (h) The offer and sale of Units in the Partnership shall be conducted in accordance with all applicable federal and state laws and regulations. (i) The General Partner, and any of its duly appointed delegates, shall be responsible for compliance with the US Patriot Act and all relevant anti-money laundering regulations with respect to the Partnership and its Limited Partners. (j) The General Partner shall change the name of the Partnership so as to exclude the name of the Advisor if the Advisor ceases to be the sole Advisor for the Partnership, unless otherwise agreed to by the General Partner and the Advisor. (k) Neither the General Partner nor the Partnership shall: (A) bring the operations of the Partnership into the United Kingdom; (B) change the Partnership’s domicile to the United Kingdom; or (C) move the General Partner’s domicile to the United Kingdom for VAT purposes. (l) The assets of the Partnership are not “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (the “Plan Asset Regulations”). The Partnership agrees to notify the Advisor as soon as reasonably possible if the assets of the Partnership become “plan assets” under the Plan Asset Regulations. (m) The Partnership is not entering into this Agreement as a consequence of any advice given to it by the Advisor. (n) The Partnership will act at all times in compliance with the terms of all broker agreements to which it is a party. (o) The above representations and warranties shall be continuing during the term of this Agreement and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true, the General Partner shall promptly notify the Advisor.

General Partner's and Partnership's Representations and Covenants. The General Partner and the Partnership represent that: (a) This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Partnership enforceable in accordance with its terms. The General Partner and the Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive trading advisor. The Partnership empowers the Advisor to invest and reinvest the assets of the Partnership in commodities on the terms and conditions set forth herein. (b) The Partnership is duly formed and validly existing as a Delaware Maryland limited partnership partnership, United States, with full partnership power to carry out its obligations under this Agreement and its Agreement of Limited Partnership AgreementPartnership. (c) The prospectus private offering memorandum pursuant to which the Partnership's Units ’s limited partnership interests are being offered, as amended and supplemented from time to time-to-time , (collectively, the “ProspectusMemorandum”), shall ) will not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail omit to state any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”), the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all references to the Advisor and its Affiliates affiliates (as defined in Section 10(k§13(h) below), controlling persons, shareholders, partners, directors, officers and employees, as well as to such Advisor's ’s trading approach and performance history. (d) The General Partner is duly formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement and is registered with the CFTC as a commodity pool operator and is a member of the NFA. (e) The Partnership shall will make to the Partnership's ’s limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention of the Advisor to manage the Account to comply with the CEA, the CFTC's ’s regulations thereunder, the rules and regulations of the NFA and the applicable state and federal securities laws and regulations. (f) The General Partner is deemed to be a Qualified Eligible Person under United States CFTC Rules, specifically section 4.7. (g) There are arc no actions, suits, proceedings or investigations pending or, to the knowledge of the Partnership, threatened against the Partnership, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory organization or any commodity exchange. (gh) The Advisor, either alone or in conjunction with the General Partner or its affiliates, is not an organizer or promoter of the Partnership. (i) All necessary and appropriate actions have been taken by the Partnership and the General Partner to terminate any other trading managers that previously managed the portions of the Partnership which are being committed to the management of the Advisor pursuant to this Agreement. (j) The Partnership is not required to be registered as an investment company under the Investment Company Act of 1940, as amended. (hk) The offer and sale of Units in the Partnership shall limited partnership interests will be conducted in accordance with all applicable federal and state laws and regulations. (il) The General Partner, and any of its duly appointed delegates, shall Partner will be responsible for compliance with the US Patriot Act and all relevant related anti-money laundering regulations with respect to the Partnership and its Limited Partners. (j) The General Partner shall change the name of the Partnership so as to exclude the name of the Advisor if the Advisor ceases to be the sole Advisor for the Partnership, unless otherwise agreed to by the General Partner and the Advisor. (k) Neither the General Partner nor the Partnership shall: (A) bring the operations of the Partnership into the United Kingdom; (B) change the Partnership’s domicile to the United Kingdom; or (C) move the General Partner’s domicile to the United Kingdom for VAT purposes. (l) The assets of the Partnership are not “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (the “Plan Asset Regulations”). The Partnership agrees to notify the Advisor as soon as reasonably possible if the assets of the Partnership become “plan assets” under the Plan Asset Regulations. (m) The Partnership is not entering into this Agreement as a consequence of any advice given to it by the Advisor. (n) The Partnership will act at all times in compliance with the terms of all broker agreements to which it is a party. (o) The above representations and warranties shall be continuing during the term of this Agreement and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true, the General Partner shall will promptly notify the Advisor.

General Partner's and Partnership's Representations and Covenants. The General Partner and the Partnership represent that: (a) This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Partnership enforceable in accordance with its terms. The General Partner and the Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive trading advisor. The Partnership empowers the Advisor to invest and reinvest the assets of the Partnership in commodities on the terms and conditions set forth herein. (b) The Partnership is duly formed and validly existing as a Delaware limited partnership with full partnership power to carry out its obligations under this Agreement and its Limited Partnership Agreement. (c) The prospectus pursuant to which the Partnership's Units are being offered, as amended and supplemented from time-to-time (collectively, the “Prospectus”), shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail to state any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”), the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all references to the Advisor and its Affiliates (as defined in Section 10(kClause 10(i) below), controlling persons, shareholders, partners, directors, officers and employees, as well as to such Advisor's trading approach and performance history. (d) The General Partner is duly formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement and is registered with the CFTC as a commodity pool operator and is a member of the NFA. (e) The Partnership shall make to the Partnership's limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention of the Advisor to manage the Account to comply with the CEA, the CFTC's regulations thereunder, the rules and regulations of the NFA and the applicable state and federal securities laws and regulations. (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Partnership, threatened against the Partnership, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory organization or any commodity exchange. (g) The Partnership is not required to be registered as an investment company under the Investment Company Act of 1940, as amended. (h) The offer and sale of Units in the Partnership shall be conducted in accordance with all applicable federal and state laws and regulations. (i) The General Partner, and any of its duly appointed delegates, shall be responsible for compliance with the US Patriot Act and all relevant anti-money laundering regulations with respect to the Partnership and its Limited Partners. (j) The General Partner shall change the name of the Partnership so as to exclude the name of the Advisor if the Advisor ceases to be the sole Advisor for the Partnership, unless otherwise agreed to by the General Partner and the Advisor. (k) Neither the General Partner nor the Partnership shall: (A) bring the operations of the Partnership into the United Kingdom; (B) change the Partnership’s domicile to the United Kingdom; or (C) move the General Partner’s domicile to the United Kingdom for VAT purposes. (l) The assets of the Partnership are not “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (the “Plan Asset Regulations”). The Partnership agrees to notify the Advisor as soon as reasonably possible if the assets of the Partnership become “plan assets” under the Plan Asset Regulations. (m) The Partnership is not entering into this Agreement as a consequence of any advice given to it by the Advisor.; (n) The Partnership will act at all times in compliance with the terms of all broker agreements to which it is a party. (o) The above representations and warranties shall be continuing during the term of this Agreement and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true, the General Partner shall promptly notify the Advisor.

General Partner's and Partnership's Representations and Covenants. The General Partner and the Partnership represent that: (a) This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Partnership enforceable in accordance with its terms. The General Partner and the Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive trading advisor. The Partnership empowers the Advisor to invest and reinvest the assets of the Partnership in commodities on the terms and conditions set forth herein. (b) The Partnership is duly formed and validly existing as a Delaware limited partnership with full partnership power to carry out its obligations under this Agreement and its Limited Partnership Agreement. (c) The prospectus pursuant to which the Partnership's Units are being offered, as amended and supplemented from time-to-time (collectively, the “Prospectus”), shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail to state any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”), the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all references to the Advisor and its Affiliates (as defined in Section 10(k10(i) below), controlling persons, shareholders, partners, directors, officers and employees, as well as to such Advisor's trading approach and performance history. (d) The General Partner is duly formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement and is registered with the CFTC as a commodity pool operator and is a member of the NFA. (e) The Partnership shall make to the Partnership's limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention of the Advisor to manage the Account to comply with the CEA, the CFTC's regulations thereunder, the rules and regulations of the NFA and the applicable state and federal securities laws and regulations. (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Partnership, threatened against the Partnership, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory organization or any commodity exchange. (g) The Partnership is not required to be registered as an investment company under the Investment Company Act of 1940, as amended. (h) The offer and sale of Units in the Partnership shall be conducted in accordance with all applicable federal and state laws and regulations. (i) The General Partner, and any of its duly appointed delegates, shall be responsible for compliance with the US Patriot Act and all relevant anti-money laundering regulations with respect to the Partnership and its Limited Partners. (j) The General Partner shall change the name of the Partnership so as to exclude the name of the Advisor if the Advisor ceases to be the sole Advisor for the Partnership, unless otherwise agreed to by the General Partner and the Advisor. (k) Neither the General Partner nor the Partnership shall: (A) bring the operations of the Partnership into the United Kingdom; (B) change the Partnership’s domicile to the United Kingdom; or (C) move the General Partner’s domicile to the United Kingdom for VAT purposes. (l) The assets of the Partnership are not “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (the “Plan Asset Regulations”). The Partnership agrees to notify the Advisor as soon as reasonably possible if the assets of the Partnership become “plan assets” under the Plan Asset Regulations. (m) The Partnership is not entering into this Agreement as a consequence of any advice given to it by the Advisor. (n) The Partnership will act at all times in compliance with the terms of all broker agreements to which it is a party. (o) The above representations and warranties shall be continuing during the term of this Agreement and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true, the General Partner shall promptly notify the Advisor.

General Partner's and Partnership's Representations and Covenants. The General Partner and the Partnership represent that: (a) This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Partnership enforceable in accordance with its terms. The General Partner and the Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive trading advisor. The Partnership empowers the Advisor to invest and reinvest the assets of the Partnership in commodities on the terms and conditions set forth herein. (b) The Partnership is duly formed and validly existing as a Delaware Maryland limited partnership partnership, United States, with full partnership power to carry out its obligations under this Agreement and its Agreement of Limited Partnership AgreementPartnership. (c) The prospectus private offering memorandum pursuant to which the Partnership's Units limited partnership interests are being offered, as amended and supplemented from time to time-to-time , (collectively, the “ProspectusMemorandum”), shall ) will not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail omit to state any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”), the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all references to the Advisor and its Affiliates affiliates (as defined in Section 10(k§9(h) below), controlling persons, shareholders, partners, directors, officers and employees, as well as to such Advisor's trading approach and performance history. (d) The General Partner is duly formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement and is registered with the CFTC as a commodity pool operator and is a member of the NFA. (e) The Partnership shall will make to the Partnership's limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention of the Advisor to manage the Account to comply with the CEA, the CFTC's regulations thereunder, the rules and regulations of the NFA and the applicable state and federal securities laws and regulations. (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Partnership, threatened against the Partnership, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory organization or any commodity exchange. (g) The Advisor, either alone or in conjunction with the General Partner or its affiliates, is not an organizer or promoter of the Partnership. (h) All necessary and appropriate actions have been taken by the Partnership and the General Partner to terminate any other trading managers that previously managed the portions of the Partnership which are being committed to the management of the Advisor pursuant to this Agreement. (i) The Partnership is not required to be registered as an investment company under the Investment Company Act of 1940, as amended. (hj) The offer and sale of Units in the Partnership shall limited partnership interests will be conducted in accordance with all applicable federal and state laws and regulations. (ik) The General Partner, and any of its duly appointed delegates, shall Partner will be responsible for compliance with the US Patriot Act and all relevant anti-related anti money laundering regulations with respect to the Partnership and its Limited Partners. (jl) The General Partner shall change and Partnership agree that they are to be treated by the name Advisor as an Intermediate Customer for the purposes of the Partnership so as to exclude the name rules of the Advisor if the Advisor ceases to be the sole Advisor for the Partnership, unless otherwise agreed to by U.K. Financial Conduct Authority (“FCA”). As a result of this classification the General Partner and the Advisor. (k) Neither the General Partner nor the Partnership shall: (A) bring the operations of the Partnership into the United Kingdom; (B) change the Partnership’s domicile will lose certain protections afforded to the United Kingdom; or (C) move the General Partner’s domicile to the United Kingdom for VAT purposes. (l) The assets of the Partnership are not “plan assets” private customers under the Employee Retirement Income Security Act rules of 1974, as amended, and the regulations promulgated thereunder (the “Plan Asset Regulations”). The Partnership agrees to notify the Advisor as soon as reasonably possible if the assets of the Partnership become “plan assets” under the Plan Asset RegulationsFCA. (m) The General Partner and Partnership is not entering into this Agreement as a consequence each agree that all formal complaints in relation to the provision of any advice given to it services by the AdvisorAdvisor shall in the first instance be made in writing to the Compliance Officer, Wxxxxx Capital Management Limited, 1-0 Xx Xxxx Xxxxx’x Place, London W8 6LS. Complaints to the Advisor shall be dealt with in accordance with the rules of the FCA. (n) The Partnership will act at all times in compliance with the terms of all broker agreements to which it is a party. (o) The above representations and warranties shall be continuing during the term of this Agreement and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true, the General Partner shall will promptly notify the Advisor.