Representations and Warranties of PDC. PDC represents and warrants to you that:
(a) PDC has prepared and reviewed the Prospectus, and the Prospectus does not include and will not include during the Offering Period any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representations or warranties are made with respect to statements or omissions made in reliance upon and in conformity with written information furnished to PDC with respect to you, by you or on your behalf expressly for use in the Prospectus or any amendment or supplement thereof;
(b) The Partnership, upon the due execution of the Partnership Agreement in the Prospectus (the "Partnership Agreement") and the filing of a certificate of limited partnership as required under the laws of the State of West Virginia, will be a limited partnership duly formed and validly existing pursuant to the Uniform Limited Partnership Act of the State of West Virginia (the "West Virginia Act"), with all authority necessary to acquire, own and manage the investments which are described as proposed investments of the Partnership in the Prospectus and to conduct the business which it proposes to conduct, all as described in the Prospectus; the Partnership Agreement pursuant to which the Partnership will be organized provides for the issuance and sale of the Units; all action required to be taken by PDC or the Partnership as a condition to the offering or sale of the Units to qualified subscribers has been or, prior to the Effective Date, will have been taken; upon payment of the consideration therefor specified in the Subscription Agreement contained in the Prospectus and the due execution and delivery to PDC of the Subscription Documents (as hereinafter described) by each subscriber for the Units (the "Subscription"), acceptance of such Subscription by PDC, the execution of the Partnership Agreement by PDC as managing general partner and on behalf of such subscribers pursuant to the terms of the Partnership Agreement and execution and filing for record of a certificate of limited partnership of the Partnership (the "Certificate") as shall be required or appropriate to organize the Partnership with the accepted subscribers for the Units as additional general or limited partners in accordance with the requirements of the West Virginia Act, such subscribers will become additional general or limited partners of the Partner...
Representations and Warranties of PDC. All of the representations and warranties contained in Section 2 of the Dealer Manager Agreement are incorporated herein by this reference and given to you by PDC as though fully set forth herein.
Representations and Warranties of PDC. PDC hereby represents and warrants to T. Rxxxxxxx xxxt: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.
Representations and Warranties of PDC. PDC hereby represents and warrants to the Consultant that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized
Representations and Warranties of PDC. 2 SECTION 2.1 Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . 2 SECTION 2.2 Authority; Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE III
Representations and Warranties of PDC. PDC represents and warrants to PAWS as follows:
Representations and Warranties of PDC. PDC represents and warrants to Buyer as follows, except as set forth in the Schedules hereto and as disclosed in the PDC SEC Documents:
Representations and Warranties of PDC. PDC represents and warrants to Investor as follows:
Representations and Warranties of PDC. PDC, for itself and, as of the date hereof, as the sole stockholder of Appleton, represents and warrants to Buyer as follows, except as set forth herein and as disclosed in the PDC SEC Documents:
Representations and Warranties of PDC. PDC hereby represents and warrants to Circle R that: (i) it has all requisite power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized by all necessary corporate action on the part of PDC; (iii) the execution of this Agreement by PDC and performance of PDC's obligations hereunder do not require the consent or approval of any other party; and (iv) this Agreement is a valid and binding obligation of PDC.
