Representation of Partners Sample Clauses

Representation of Partners. Each Partner (including each Additional Partner) hereby represents and warrants to the Partnership and each other Partner, and acknowledges, that (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Partnership and making an informed investment decision with respect thereto, (b) it is able to bear the economic and financial risk of an investment in the Partnership for an indefinite period of time, (c) it is acquiring an interest in the Partnership for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof, (d) the equity interests in the Partnership have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with, and (e) the execution, delivery and performance of this Agreement do not require it to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any existing law or regulation applicable to it, any provision of its charter, by-laws or other governing documents or any agreement or instrument to which it is a party or by which it is bound.
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Representation of Partners. 31 ARTICLE VI - TRANSFER OF PARTNERSHIP INTEREST BY THE GENERAL PARTNER; REDEMPTION, REMOVAL AND WITHDRAWAL............................................................................32 Section 6.1 Assignability of Interest...................................................32 Section 6.2 Resignation, Redemption, and Withdrawal.....................................32
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Representation of Partners. Each Partner represents to each other -------------------------- Partner that it is an entity duly organized and validly existing under the laws of its jurisdiction, and qualified to do business in the State of California, that all action required by such Partner to authorize that Partner to enter into this Agreement has been taken, and that this Agreement is a binding agreement of that Partner, enforceable in accordance with its terms.
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Representation of Partners. 37 ARTICLE VI - TRANSFER OF PARTNERSHIP INTEREST BY THE GENERAL PARTNER; REDEMPTION, REMOVAL AND WITHDRAWAL.......................................................................................... 38 Section 6.1 Assignability of Interest............................................................. 38 Section 6.2 Resignation, Redemption, and Withdrawal............................................... 38 ARTICLE VII - PUT/CALL OF PARTNERSHIP INTERESTS; REGISTRATION RIGHTS..................................................................................... 39 Section 7.1 Mandatory Puts........................................................................ 39 Section 7.2 Election Rights of Limited Partners to Receive AMG Stock.............................. 42 Section 7.3 General Partner Call Option........................................................... 42 Section 7.4 AMG Call Option....................................................................... 43 Section 7.5
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Representation of Partners. The General Partner and each Limited Partner (including each Additional Limited Partner) hereby represents and warrants to the Partnership and each other Partner, and acknowledges, that (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Partnership and making an informed investment decision with respect thereto, (b) it is able to bear the economic and financial risk of an investment in the Partnership for an indefinite period of time, (c) it is acquiring an interest in the Partnership for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof, (d) the equity interests in the Partnership have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are
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Representation of Partners. Each Partner represents and warrants to each other Partner and to the Partnership that: (a) In cases of a corporation, it is a corporation duly organized, validly existing and in good standing under the laws of its State of incorporation or in a case of a partnership, it is a partnership duly organized and validly existing under the laws of the State of its organization. (b) The execution and delivery of this Agreement have been, and the performance of this Agreement shall be, at the time required to be performed hereunder, duly and validly authorized by all requisite corporate or partnership action on its part. (c) It has full power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement; (d) This Agreement has been duly executed and delivered on behalf of it and constitutes the legal, valid and binding obligation of such Partner enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy, reorganization or moratorium statutes, or the similar laws affecting the rights of creditors, generally, or equitable principles. (e) The execution and delivery of this Agreement by such Partner does not, and its performance of this Agreement, and ownership of its Ownership Interest shall not, (1) violate or be in conflict with, or require the consent of any person or entity under, any provision of such Partner's governing documents, (2) conflict with, result in a breach of, or constitute a default (or an event that with a lapse of time or notice, or both, would constitute a default) under any agreement or instrument to which such Partner is a party or is bound or otherwise subject to; or (3) violate any provision of or require any consent, authorization or approval under any judgment, decree, judicial or administrative order, award, writ, injunction, statute, rule or regulation applicable to such Partner; and (f) That such Partner has not and shall not at any time disclose to the Partnership or the other Partners any information that such Partner is prohibited or restricted from disclosing. Each Partner shall be responsible for, shall pay on a current basis, shall indemnify, save, hold harmless, discharge and release the Partnership and the other Partners, their respective Affiliates and its and their respective successors and permitted assigns, and all of their respective stockholders, directors, officers, employees, agents and represen...
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Representation of Partners. 68 15.13 SEVERABILITY............................................... 69 15.14 REMEDIES................................................... 69 15.15 EXHIBITS................................................... 69 15.16
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Related to Representation of Partners

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Admission of Partners 48 12.1 Admission of Successor General Partner........................... 48 12.2 Admission of Additional Limited Partners......................... 48 12.3 Amendment of Agreement and Certificate of Limited Partnership....

  • Representation by Counsel Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representation of Purchasers You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Representations, etc Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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