Common use of Limited Partner Conditions Clause in Contracts

Limited Partner Conditions. The obligation of the Limited Partners to consummate the transactions contemplated herein is subject to fulfillment of all of the following conditions on or prior to the date hereof: (a) The General Partner shall have made the General Partner Capital Contribution as provided in Section 4.1(a) hereof and, in connection therewith, shall execute and deliver to the Partnership such instruments as may be necessary or desirable. (b) All consents, waivers, approvals and authorizations required for the consummation of the transactions contemplated hereby shall have been obtained, including, if required, approvals required under the Xxxx-Xxxxx Act; (c) All necessary filings for any transfer taxes payable in respect of the transfer to the Partnership of the Contributed Limited Partner Assets shall have been prepared and payment of or provisions for any amounts due shall have been made by the General Partner; (d) All of the representations and warranties of the General Partner shall be true and correct in all material respects as of the date hereof; (e) The Registration Statement shall become effective under the provisions of the Securities Act of 1933, as amended, and no stop order or other administrative proceeding shall have been entered or instituted with respect thereto as of the date hereof; and (f) The Offering shall have been consummated in accordance with the Underwriting Agreement.