Representations and Warranties of Partners. Each Partner hereby represents and warrants to the Partnership and each other Partner that:
(a) such Partner is duly organized, validly existing and in good standing under the law of the jurisdiction of its organization and is duly qualified and in good standing in the jurisdiction of its principal place of business (if not organized therein);
(b) such Partner has full corporate, or other applicable power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, members, or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Partner have been duly taken;
(c) such Partner has duly executed and delivered this Agreement;
(d) such Partner's authorization, execution, delivery and performance of this Agreement do not conflict with any other agreement or arrangement to which that Partner is a party or by which it is bound or with any law or regulation to which that Partner is subject;
(e) such Partner has such knowledge and experience in business and financial matters and is capable of evaluating the merits and risks of an investment in the Partnership and making an informed investment decision with respect thereto;
(f) such Partner is able to bear the economic and financial risk of an investment in the Partnership for an indefinite period of time;
(g) such Partner is acquiring its Partnership Interests for its own account, for investment only and not with a view to a sale or distribution thereof in violation of any securities laws;
(h) such Partner has received, or has had access to, all information which it considers necessary or advisable to that Partner's decision concerning its acquisition of the Partnership Interest; and
(i) this Agreement constitutes a valid and binding agreement of such Partner, enforceable against such Partner in accordance with its terms, subject to general equitable principles and except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors' rights.
Representations and Warranties of Partners. Partners ------------------------------------------ represents and warrants to the Company as follows, as of the date hereof:
(a) Partners is the record and beneficial owner of 100 shares of Holdings Common Stock, such shares representing all the outstanding capital stock of Holdings as of the date hereof, and has, and will have at the Closing, valid and marketable title to all of such shares of Holdings Common Stock, free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions, including any restrictions imposed by any shareholder or similar agreements or any of the constituent corporate documents of Holdings. There are no outstanding options, warrants or other rights that could require Holdings to issue any additional shares of its capital stock. Delivery of certificates representing shares of Holdings Common Stock to the Company, accompanied by appropriate instruments of transfer, will transfer valid and marketable title thereto to the Company.
(b) No consent, approval, authorization or order of, or any filing or declaration with, any Governmental Authority is required in connection with the exchange by Partners contemplated by this Agreement, except those which have been obtained or made prior to the date hereof.
(c) Partners has all requisite partnership power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed by Partners and constitutes the valid and binding obligation of Partners, enforceable against Partners in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws and court decisions now or hereafter in effect relating to or affecting creditors' rights and remedies generally and to general principles of equity. The performance by Partners of this Agreement and the consummation of the transactions contemplated hereby do not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of Partners pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under the certificate of limited partnership or the agreement of limited partnership of Partners, any contract or other agreement to which Partners is a party or by which Partners or any of its properties is bound or affected, or violate or conflict ...
Representations and Warranties of Partners. Except as disclosed in the Partners SEC Documents (as defined in Section 3.1(g)) or as set forth on the Disclosure Schedule delivered by Partners to NTL in connection with the execution of this Agreement (the "Partners Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, Partners represents and warrants to NTL as follows:
Representations and Warranties of Partners. Partners represents and warrants to International as of the date hereof as follows:
Representations and Warranties of Partners. By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Partners, whenever admitted, represents and warrants to the Partnership and acknowledges that:
(a) The Partnership Interests have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering, and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with;
(b) Such Partner (i) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and (ii) agrees to furnish any additional information requested by the General Partner or the Partnership to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Partnership Interests;
(c) Such Partner’s Partnership Interests are being acquired for such Partner’s own account solely for investment and not with a view to resale or distribution thereof;
(d) Such Partner has been advised to obtain independent counsel to advise such Partner individually in connection with the drafting, preparation, negotiation, and/or review of this Agreement and, if applicable, the Joinder Agreement;
(e) Such Partner has conducted such Partner’s own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Partnership and such Partner acknowledges having been provided adequate access to the personnel, properties, premises, and records of the Partnership for such purpose;
(f) The determination of such Partner to acquire Partnership Interests has been made by such Partner independent of any other Partner and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Partnership that may have been made or given by any other Partner or by any Affiliate of any other Partner;
(g) Such Partner has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Partnership and making an informed decision with respect thereto;
(h) Such Partner is able to bear the economic and financial risk of a...
Representations and Warranties of Partners. Each Partner severally represents and warrants to Buyer that the statements contained in this ARTICLE V are true and correct as of the date hereof and as of the Closing Date.
Representations and Warranties of Partners. Except (a) as disclosed in the disclosure schedule delivered by Partners to LINK concurrently herewith (the “Partners Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Partners Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Partners that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Partners Reports filed by Partners after January 1, 2021 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Partners hereby represents and warrants to LINK as follows:
Representations and Warranties of Partners. 14 SECTION 3.2 Representations and Warranties of NTL.......................................... 27
Representations and Warranties of Partners. Partners hereby represents and warrants to each Unitholder that the execution and delivery of this Agreement by Partners and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Partners.
Representations and Warranties of Partners. Partners represents and warrants that:
