Representations and Warranties of Limited Partners; Indemnification Sample Clauses

Representations and Warranties of Limited Partners; Indemnification. (a) Each Limited Partner hereby represents and warrants to the Fund and each other Limited Partner as follows: (i) In each case to the extent applicable, such Limited Partner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All requisite actions necessary for the due authorization, execution, delivery and performance of this Agreement by such Limited Partner have been duly taken. (ii) Such Limited Partner has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity). (iii) Such Limited Partner’s authorization, execution, delivery and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of (A) to the extent applicable, the certificate or articles of incorporation, by-laws or other organizational documents of such Limited Partner, (B) any material contract or agreement to which that Limited Partner is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitration award to which that Limited Partner is subject; or (ii) require any consent, approval, or authorization from filing, or registration with or notice to, any governmental authority or other Person, other than those that have already been obtained. (iv) Such Limited Partner is familiar with the proposed business, financial condition, properties, operations and prospects of the Fund and the Master Fund, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Interest as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction. Such Limited Partner 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 Fund. Such Limited Partner understands that owning an Interest involves various risks, including the restrictions on transferability set forth in this Agreement, lack o...
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Representations and Warranties of Limited Partners; Indemnification. (a) Each Limited Partner hereby represents and warrants to the Partnership and each other Limited Partner as follows: (i) such Limited Partner: (A) is familiar with the proposed business, financial condition, properties, operations and prospects of the Partnership, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Partnership interests as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction; (B) understands that owning Units involves various risks, including the restrictions on transferability set forth in this Agreement, lack of any public or other market for such Units, the risk of owning its Units for an indefinite period of time and the risk of losing its entire investment in the Partnership; (C) is able to bear the economic risk of such investment; and (D ) is acquiring its Units for investment and solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of its Units; (ii) such Limited Partner shall not Transfer or offer to Transfer such Limited Partner’s Units without compliance with the conditions and provisions of this Agreement; (iii) if such Limited Partner Transfers all or any part of such Limited Partner’s Units, then, until such time as one or more transferees thereof are admitted to the Partnership as a Substituted Limited Partner with respect to the Units so Transferred, the matters to which any such transferee thereof would covenant and agree if such transferee were to execute this Agreement as a Limited Partner shall be and remain true; (iv) such Limited Partner shall notify the Board immediately if any representations or warranties made herein should be or become untrue; and (v) such Limited Partner shall not take any action that could have the effect of causing the Partnership (A) to lose its status as an Employees’ Securities Company or (B) to be treated as a publicly traded partnership for purposes of Section 7704(b) of the Code or otherwise to be treated as a corporation for United States federal income tax purposes. (b) Each Limited Partner hereby indemnifies the Partnership and each other Partner from and against and agrees to hold the Partnership and each other Partner free and harmless from, any and all claims, losses, damages, ...
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Related to Representations and Warranties of Limited Partners; Indemnification

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Licensee Licensee hereby represents and warrants to Licensor as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

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