Common use of Representations and Warranties of Partners Clause in Contracts

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. 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, 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. Each Partner hereby By execution and delivery this Agreement, each of the Partners (i) represents and warrants to each of the other Partners that its interest in the Partnership is intended to be and is being acquired solely for its own account for investment and with no present intention of distribution or reselling all or any part thereof; (ii) acknowledges that it is aware that interests in the Partnership have not been registered under the Securities Act of 1933, that interests in the Partnership cannot be sold or otherwise disposed of unless they are registered thereunder or unless an exemption from such registration is available, and that the Partnership has no current intention of so registering interests in the Partnership thereunder, and that accordingly it is able and is prepared to bear the economic risk of making the Capital Contribution contemplated hereby with respect to its interest in the Partnership and the holding by the Partnership of unregistered securities and to suffer a loss in connection with the investment by the Partnership in such securities; and (iii) represents to each of the other Partner that: Partners (a) such that it is authorized, and has all requisite power and authority, to become a Partner is duly organized, validly existing and in good standing under the law of the jurisdiction of make its organization and is duly qualified and in good standing in the jurisdiction of its principal place of business (if not organized therein); Capital Contributions; (b) such Partner has full corporate, or other applicable power and authority to execute and agree to that this Agreement has been duly and validly executed by it and constitutes its valid and binding obligation enforceable in accordance with its terms; (c) performance of this Agreement complies in all material respects with all laws applicable to perform it or to which it is subject and does not violate, breach or conflict with any agreement to which it is a party or by which it or its obligations hereunder assets are bound; and (d) that it has obtained all material consents or approvals, if any, of governmental bodies having jurisdiction over it necessary actions by the board of directors, shareholders, members, or other Persons necessary for the due authorization, in connection with its execution, delivery and performance of this Agreement by Agreement. Each Partner further represents to each of the other Partners 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 its knowledge and experience in financial and business and financial matters and are such that it is capable of evaluating evaluating, and has evaluated, the merits and risks of an investment making the Capital Contribution hereby contemplated and the risks of the purchase of securities 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' rightsPartnership.