Representations and Warranties of Limited Partners. Each Limited Partner represents and warrants to the Fund and each General Partner that:
14.1.1 The information provided and the representations, warranties, acknowledgements, and agreements made and given in the Subscription Applications relating to such Limited Partner’s offer to purchase an Interest are true and correct and constitute a part of this Agreement as if fully set forth herein; and
14.1.2 Such Limited Partner is aware that, because allocations pursuant to Section 4.7 have the effect of allocating to the Partners tax benefits and tax burdens, the timing of particular allocations and the character (e.g., capital gain or loss versus ordinary income or loss; short-term capital gain or loss versus long term capital gain or loss) of items allocated will have a direct financial impact on such Partner and such Partner’s after-tax economic return.
Representations and Warranties of Limited Partners. Each Limited Partner represents and warrants as follows:
(a) The Partner has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement.
(b) This Agreement shall constitute the valid and binding obligation of the Partner, enforceable against the Partner in accordance with its terms, subject to principles of equity and laws of general application relating to bankruptcy, insolvency and the relief of debtors.
(c) The Partner is experienced in evaluating and investing in entities such as the Partnership. The Partner has evaluated the merits and risks of investing in the Partnership and can afford a complete loss of his investment therein.
(d) The Partner is acquiring an interest in the Partnership for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Partner understands that such interest has not been registered under the Securities Act of 1933 as amended (the “Securities Act”), or the securities laws of any state by reason of specific exemptions from the registration provisions of the Securities Act and applicable state securities laws, which exemptions are dependent upon, among other things, the bona fide nature of investment intent of the Partner as expressed herein.
(e) The Partner’s interest in the Partnership must be held indefinitely by the Partner unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. The Partner is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including without limitation the existence of a public market for the securities, the availability of certain current public information regarding the Partnership, the resale occurring not less than one year after a person has purchased and paid for the security to be sold, the resale being through a “broker’s transaction” or in a transaction directly with a “market maker” (as provided by Rule 144(f)) and the number of securities being sold during any three-month period not exceeding specified limitations. Limited Partnership Agreement of Cowtown Gas Processing Partners L.P. Page 18 of 35
(f) The Partner understands that no public market now exists for any of the securities issued by the Partnership and t...
Representations and Warranties of Limited Partners. Each Limited Partner represents and warrants to the Partnership and the General Partner that:
12.2.1 Such Limited Partner has the requisite right, power and authority to execute and deliver this Agreement and perform its obligations hereunder.
12.2.2 The execution and delivery of this Agreement by such Limited Partner and the performance by such Limited Partner of its obligations hereunder: (A) have been duly authorized by all necessary action on the part of such Limited Partner; (B) do not violate any statute, rule or regulation, or any order or ruling, of any court or other tribunal or of any U.S. (federal or state) or non-U.S. government (or any political subdivision, department, instrumentality, body or agency thereof), any securities or commodities exchange or any self- regulatory organization or association (“Official Entity”); (C) do not conflict with or result in any breach or violation of any material provision of any agreement, undertaking, instrument, order or ruling by which such Limited Partner is bound or to which any material part of its assets is subject; and (D) do not require any authorization, consent, approval or order of, or registration or filing with, any court or other tribunal or any Official Entity that such Limited Partner has not heretofore received, obtained or made.
12.2.3 The person or persons executing and delivering this Agreement on behalf of such Limited Partner have the requisite right, power and authority, and have been duly authorized, to do so.
12.2.4 This Agreement constitutes a legal, valid and binding obligation of such Limited Partner, enforceable against it in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors’ rights generally and general principles of equity.
Representations and Warranties of Limited Partners. As inducement for their admission to the Partnership, each Limited Partner hereby represents and warrants that such Limited Partner (a) 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 (b) has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the General Partner and its representatives concerning the terms and conditions of the acquisition by it of Units in the Partnership, and to obtain any additional information which it deems necessary to verify the accuracy of the information with respect thereto. Such Limited Partner has received and carefully reviewed such additional information concerning the General Partner and the transactions contemplated by this Agreement, to the extent that the General Partner could acquire such information without unreasonable effort or expense, as such Limited Partner deems necessary for purposes of making an investment in the Partnership. The Units in the Partnership acquired by such Limited Partner are being acquired by such Limited Partner for its own account for investment and not with a view to the public distribution thereof. Such Limited Partner agrees as a condition to the issuance of such Units in its name that any transfer, sale, assignment, hypothecation, offer or other disposition of such Units other than pursuant to a buy-sell agreement between the Limited Partner and the Partnership may not be effected except pursuant to an effective registration statement under the Securities Act of 1933 and the rules and regulations promulgated thereunder, or an exemption therefrom, and in compliance with all other applicable securities and blue sky laws.
Representations and Warranties of Limited Partners. 51 ARTICLE 13 MISCELLANEOUS PROVISIONS 51 13.1 Amendment 51 13.2 Confidentiality 52 13.3 .............................. 55 13.4 Failure by Limited Partner to Make Payments 56 13.5 Counterparts 58 13.6 Successors and Assigns 58 13.7 Notices 58 13.8 Benefits 60 13.9 Severability 60
Representations and Warranties of Limited Partners. Each Limited Partner represents and warrants to the General Partners, on a several basis and in respect of itself only, that:
Representations and Warranties of Limited Partners. Each Limited Partner represents and warrants to each of the General Partner and to all the other Limited Partners that:
(a) if an individual, the Limited Partner has attained the age of majority and has the legal capacity and competence to execute this Agreement and to take all actions required pursuant hereto;
(b) if not an individual, the Limited Partner has the legal power and capacity to execute this Agreement and to take all actions required pursuant hereto and all necessary approvals by directors, shareholders and members of the Limited Partner, or otherwise, have been given to authorize it to execute this Agreement and to take all actions required pursuant hereto; and
(c) the Limited Partner, or any other beneficial owner of the Partnership Units registered in its name, is not a Non-Resident and is not a Tax-Exempt.
Representations and Warranties of Limited Partners. 13.1 Each Limited Partner warrants and represents the following:
13.1.1. That he or she recognises Securities Services Act [No. 36 of 2004], as amended, exempts the issue and sale of securities from registration under the Act in transactions not involving any public offering, and that he or she is purchasing the Partnership interest for his or her own account, for investment, and with no present intention of distributing, reselling, pledging, or otherwise disposing of the interest.
13.1.2. That he or she is a citizen of [COUNTRY] and is the beneficial owner of the interest standing in his or her name, and that he or she has no intention of reselling the interest to any persons other than residents of [COUNTRY]
13.1.3. That he or she is a sophisticated investor and the nature and amount of the capital contributions he or she agrees to make hereunder is consistent with his or her investment program, and that he or she has sufficient liquid assets to meet promptly all calls for additional contributions and to absorb the loss of the entire investment in the Partnership.
13.1.4. That he or she has been furnished with sufficient written and oral information about the Partnership, the General Partner, and the property to be purchased and developed to allow him or her to make an informed investment decision prior to purchasing an interest in the Partnership, and has been furnished access to any additional information that he or she may require.
13.1.5. That he or she is fully familiar with the business proposed to be conducted by the Partnership and with the Partnership's use and proposed use of the proceeds of the sale of the Partnership interests.
Representations and Warranties of Limited Partners. Each Partner jointly and severally, represent and warrant to ACI and Merger Sub that:
Representations and Warranties of Limited Partners. As a material inducement to the Partnership to consummate the transactions contemplated hereby, each Limited Partner hereby makes to the Partnership the representations and warranties set forth in this Article 3.1, which representations and warranties are true and correct as of the date hereof.
