REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. On behalf of the Partnership, the General Partner hereby represents and warrants to the Rollover Investor as follows:
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. The Partnership ------------------------------------------------ hereby represents and warrants to Stanford as follows:
(a) The Partnership has delivered to Stanford a true and correct copy of the Partnership Agreement as in effect on the date hereof, a copy of which is attached hereto as Exhibit B.
(b) The Interests to be issued pursuant to the terms of the Warrants will, in the aggregate, be entitled to a 2% Partnership Percentage in the Partnership.
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. The Partnership hereby makes for the benefit of the Agent and the Banks all of the representations and warranties of the Partnership contained in Article IV of the Common Agreement (which representations and warranties are incorporated by reference herein as if fully set forth herein together with all related definitions and which representations and warranties shall be true and correct as of the date hereof and the Closing Date).
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. Partnership represents and warrants to the Contributor, Tower and Designees as of the date hereof and as of the Closing as follows: A Partnership is and will be as of the date of Closing duly organized, validly existing and in good standing under the laws of the State of New York and has all the requisite power and authority to enter into and carry out this Agreement according to its terms.
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. 32 6.1 LIMITED PARTNERSHIP MATTERS................................................... 32 6.2 VALIDITY OF AGREEMENT; NO CONFLICT............................................ 33 6.3
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. Partnership represents and warrants to the Seller as of the date hereof and as of the Closing:
A. Partnership is and will be as of the date of Closing duly organized, validly existing and in good standing under the laws of the State of New York and has all the requisite power and authority to enter into and carry out this Agreement according to its terms.
B. To the best of its knowledge, there is no litigation, proceeding or investigation pending, or to the knowledge of Partnership threatened, against or affecting Partnership or the partners of Partnership that might affect or relate to the validity of this Agreement or any action taken or to be taken pursuant hereto, or that might have a material adverse effect on the business or operations of the Partnership.
C. Subject to the receipt of the approval of the Board, this Agreement has been duly authorized, executed and delivered and constitutes a legal and binding obligation of the Partnership, enforceable in accordance with its terms, except as may be limited by bankruptcy and other laws affecting creditors' rights generally.
D. The Partnership has the financial ability to perform its obligations to purchase the Property as provided in this Agreement. The representations and warranties of the Partnership contained in this Agreement, the statements in any Exhibit or Schedules attached to this Agreement, or other instruments furnished to Seller at or prior to Closing pursuant to this Agreement, or in connection with the transactions contemplated pursuant to this Agreement, do not contain any untrue statements or a material fact, or fail to state a material fact necessary to make it not misleading. The representations and warranties contained herein shall survive delivery of the assignment of the Deed and shall merge therein. The Partnership acknowledges that each of the representations made by it in this paragraph 18 and elsewhere in this Agreement is material to the Seller hereunder. As to any representation or warranty set forth herein, the Partnership shall indemnify, defend and hold the Seller safe and harmless from and against any and all loss, damage, claim, counterclaim, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and disbursements at both trial and appellate levels, suffered, paid or incurred by, or asserted against the Seller, directly or indirectly, whether foreseen or unforeseen, and whether for personal injury or death or for property damage or oth...
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. Partnership hereby represents and warrants to Contributors as follows:
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. The Partnership --------------------------------------------- represents and warrants to Newpart as follows:
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. The Partnership represents and warrants to the Purchaser that:
(a) The Partnership is an entity duly organized and validly existing under the laws of the state of Delaware and has the requisite power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement is a valid and binding obligation of the Partnership, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Agreement, the compliance by the Partnership with all the provisions of, and the performance by the Partnership of its obligations under, this Agreement, and the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the organizational documents of the Partnership, (ii) any instrument, contract or other agreement to which the Partnership is a party or by which the Partnership is bound or to which any of its properties or assets may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Partnership to comply with its obligations hereunder, or (iii) any law or statute or any order, rule or regulation of any court or governmental agency or body or any stock exchange authority or self regulatory organization (each, a “Governmental Authority”), in each case having jurisdiction over the Partnership or any of its subsidiaries or any of their properties; and, other than the quotation of the Purchased Units with the NASDAQ National Market, no consent, approval, authorization, order, registration, clearance or qualification or notification of, with or to any Governmental Authority is required for the issuance and sale of the Purchased Units or the General Partner Units under this Agreement.
(b) The Purchaser, when the Purchased Units are delivered as provided in this Agreement, will be entitled to the rights of a unitholder of limited partner interests of the Partnership as conferred by the Partnership Agreement and applicable law.
(c) The Purchased Units are not subject to any conflicting sale, transfer, assignment, or any agreement (other than this Agreement) to assign, con...
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP. Partnership represents and warrants to Buyer and Seller that the statements contained in this Section 2.3 are correct and complete as of the date hereof and, if Closing occurs, as of the Closing Date.
(a) Intellectual Property Rights. Partnership has set forth on Schedule 2.3(a) all of the intellectual property rights owned (i) solely by Seller or its Affiliates or (ii) jointly with Seller or its Affiliates, which to Partnership’s Knowledge have been used in the operation of the business of the Partnership, other than in the distribution of Seller-manufactured products, as conducted on the date hereof.
