Partnership Representations. In order to induce the Limited Partners to enter into this Agreement and to make the capital contributions contemplated hereby, the Partnership hereby represents and warrants to each Limited Partner as follows:
Partnership Representations. Customer also represents and warrants that (i) it is a duly organized and validly existing limited partnership and is in good standing under the laws of the jurisdiction in which it was formed and in each other jurisdiction in which such qualification is required (except where the failure to so qualify would not have a material adverse effect on its ability to perform its obligations hereunder); (ii) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and is not prohibited from doing so by any provision of its certificate of incorporation, charter, by-laws, or by any contract, agreement, or otherwise; (iii) this Agreement and all FX Transactions are legal, valid and binding obligations on its part, enforceable against it in accordance with their respective terms; (iv) its execution, delivery and performance of this Agreement do not and will not violate or conflict with any statute, rule, regulation or order by which it or its property or assets is bound or affected; (v) the statements contained on Customer's Data Sheet submitted herewith, and all financial information furnished or to be furnished by Customer in connection herewith, are (or will be when furnished) true and correct; and (vi) no person or entity has any interest in or control of the account to which this Agreement pertains except as disclosed in the Customer's Data Sheet.
Partnership Representations. The Partnership hereby represents, warrants and acknowledges to the Contributor, as of the date hereof and as of the Closing, as follows:
(a) The Partnership is duly organized, validly existing and in good standing as a limited partnership under the laws of the State of Delaware, with full power and authority to enter into this Contribution Agreement and to perform its obligations under this Contribution Agreement and the Partnership Agreement. The Interest offered hereby and specified pursuant to Section 1.3 hereof is a duly and validly issued limited partnership interest in the Partnership.
(b) The Partnership is empowered, authorized and qualified to enter into this Contribution Agreement and the Partnership Agreement, and the person signing this Contribution Agreement and the Partnership Agreement on behalf of the Partnership has been duly authorized by the Partnership to do so. There is no outstanding judgment, decree, injunction, rule, order or award of any court, arbitrator or governmental agency or bureau against the Partnership or the General Partner that would prevent the consummation of the transactions expressly provided for in this Contribution Agreement or that would have a material adverse affect on the Partnership or the General Partner.
(c) Each of this Contribution Agreement and the Partnership Agreement have been duly authorized and have been or will be duly executed and delivered by the Partnership and, assuming the due authorization, execution and delivery of each of them by the other parties hereto and thereto, such Agreements constitute or will constitute valid and binding instruments or agreements of the Partnership. The General Partner has delivered to the Contributor a true and complete copy of the Partnership Agreement as in effect on the date hereof and, except for the transactions contemplated by this Contribution Agreement, no amendment or modification to such Partnership Agreement has been authorized or proposed by the General Partner.
(d) Neither the execution, delivery and performance of this Contribution Agreement or the Partnership Agreement by the Partnership, nor the consummation of any other of the transactions herein contemplated by the Partnership or the fulfillment of the terms hereof or thereof by the Partnership, will (i) conflict with, result in a breach or violation of, or constitute a default (or any event which, with the giving of notice or the lapse of time or both, would constitute a default) under the organ...
Partnership Representations. Partnership represents and warrants to Manager, as of the date hereof, as follows:
Partnership Representations. The Partnership represents and warrants to the Executive that (i) the execution, delivery and performance of this Agreement (and the agreements referred to herein) by the Partnership has been fully and validly authorized by all necessary action of the Partnership, (ii) the officer signing this Agreement on behalf of the Partnership is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Partnership is a party or by which it is bound and (iv) upon execution and delivery of this Agreement by the Executive and the Partnership, it shall be a valid and binding obligation of the Partnership enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Partnership Representations. The Partnership represents and warrants to the Contributor, as of the date hereof, as follows:
(a) The Partnership has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Partnership, and, assuming the due authorization, execution and delivery by the Contributor, this Agreement constitutes a valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Partnership Representations. The Partnership hereby represents that, as of the Commencement Date, there was no Disqualification with respect to any Issuer Covered Person. The Partnership further represents that, if any event occurs after the Commencement Date that would have been a Disqualification with respect to any Issuer Covered Person had the event occurred on the Commencement Date, then the Partnership will promptly (i) notify you in writing of such event, and (ii) terminate the Offering.
Partnership Representations. If an Obligor is a partnership, each partner represents that:
(a) the partnership has not been terminated or dissolved nor has any event for the vesting of any of the partnership assets occurred;
(b) its right to be indemnified out of the assets of the partnership has not been limited in any way;
(c) it legally owns all the assets of the partnership; and
(d) it has not entered into any other agreement in relation to the partnership.
Partnership Representations. The representations and warranties of Sellers set forth in Section 11.3 are incorporated herein by reference.
Partnership Representations. The General Partner, on behalf of itself and the Partnership, represents and warrants to the Class B Partners, as of the date hereof:
