Representations and Covenants of the Partnership Sample Clauses

Representations and Covenants of the Partnership. The Partnership represents and covenants that all Warrant Exercised Units will, when issued, be validly issued, fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Upon the exercise of this Warrant, the issuance of the Warrant Exercised Units will not be subject to any preemptive or similar rights, other than pursuant to Section 5.8 of the Sixth A/R Partnership Agreement.
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Representations and Covenants of the Partnership. The Partnership represents and warrants to the Holders that other than as set forth on Schedule 2 attached hereto, there are no other registration rights agreements in effect on the date of this Agreement (other than any contained in the limited partnership agreement of the Partnership). The Partnership covenants and agrees not to effect any public or private sale or distribution of equity securities of the Partnership (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the ten (10) day period prior to, and during the sixty (60) day period beginning with the consummation of any Underwritten Offering in which the Holders of Registrable Securities are participating pursuant to this Agreement.
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Representations and Covenants of the Partnership. The Partnership represents and warrants to the Noteholder Representative and the Noteholders that there are no other registration rights agreements in effect on the date of this Agreement (other than contained in the partnership agreement of the Partnership). The Partnership covenants and agrees to not (a) grant any registration rights to third parties that are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Noteholder Representative or the Noteholders in this Agreement. The Partnership covenants and agrees not to effect any public or private sale or distribution of equity securities of the Partnership (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(a)(2) thereof), during the ten day period prior to, and during the 60 day period beginning with, the consummation of any Underwritten Offering of Registrable Securities in which the Noteholder Representative is participating pursuant to this Agreement.
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Representations and Covenants of the Partnership. The Partnership represents and covenants that all Warrant Units will, when issued, be validly issued, fully paid and nonassessable. Upon the exercise of this Warrant, the issuance of the Warrant Units will not be subject to any preemptive or similar rights. The Partnership further represents that all securities previously offered or sold by the Partnership which were not registered pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, were offered or sold pursuant to valid exemptions from the Securities Act. No private offering memorandum furnished to any offeree or purchaser of such securities, at the time of delivery of such private offering memorandum, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
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Representations and Covenants of the Partnership. The Partnership represents and covenants as of the date hereof and as of the date of any exercise hereof that:
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Related to Representations and Covenants of the Partnership

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Representations and Covenants The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

  • Representations, Warranties and Covenants of the Trust The Trust represents, warrants and covenants that:

  • Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).

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