Common use of Representations and Warranties of PDC Clause in Contracts

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 Partnership (the " Partners") entitled to all the benefits of Partners under the Partnership Agreement and the West Virginia Act; (c) The Units, when issued, will constitute valid partnership interests in accordance with the terms of, and shall be entitled to the rights provided in, the Partnership Agreement and the West Virginia Act, will be fully paid upon payment in cash of the consideration therefor specified in the Subscription Agreement contained in the Prospectus, and the liability of a Partner to make payments to the Partnership or on behalf of the Partnership may or may not be limited to the amount which such Partner has agreed to pay in accordance with the terms of his Subscription and the Partnership Agreement depending on whether he chooses to be an additional general or limited partner; (d) PDC has been, and on the Closing Date will be, duly and validly organized and validly existing as a corporation in good standing under the laws of the State of Nevada; has all requisite power and authority to act as a Managing General Partner of the Partnership; is or will be qualified to do business and in good standing as a foreign corporation in each other jurisdiction in which its acting in such capacity requires or may require such qualification if the failure to so qualify might result in material adverse consequences to the Partnership; has the requisite power and authority and all necessary authorization, approvals and orders required as of the date hereof to enter into this Agreement and the Limited Partnership Agreement and to be bound by the provisions and conditions hereof and thereof; and its audited balance sheet included in the Prospectus presents fairly its financial position as at the date indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the certified public accountants whose report thereon is included in the Prospectus are independent accountants as required by the Securities Act of 1933, as amended (the "Act"); (e) Except to the extent disclosed in the Prospectus there is no litigation or governmental proceeding pending or, to PDC's knowledge, threatened against, or involving the business or proposed business of, the Partnership or PDC, which might materially and adversely affect the proposed operations and business of the Partnership; (f) The condition, financial or otherwise, of PDC, and the proposed business of the Partnership, conform in all material respects to the descriptions thereof contained in the Prospectus; (g) Neither the execution and delivery of this Agreement and the Partnership Agreement, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach or violation of any of the terms, provisions or conditions of any agreement or instrument to which PDC is a party or by which it is bound, or any order, rule or regulation applicable to PDC of any court or any governmental body or administrative agency having jurisdiction over PDC; (h) The Units, when issued, will conform to the descriptions thereof contained in the Prospectus; and the Prospects (as defined in the Prospectus) as proposed to be owned by the Partnership conform in all material respects to the description thereof in the Prospectus; (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of PDC and constitutes the valid and binding agreement of PDC; (j) The Partnership Agreement, upon its execution by PDC will have been duly and validly authorized, executed and delivered by or on behalf of PDC as the Managing General Partner and will constitute the valid and binding agreement of the Managing General Partner; and (k) Neither PDC nor any of its affiliates has offered for sale or sold any Units or interests in the Partnership or other securities (collectively referred to herein as "Prior Offerings") which, under present applicable law, would result in the integration of Prior Offerings with the offering and sale of the Units by you as contemplated in this Agreement.

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 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 Partnership (the " Partners") entitled to all the benefits of Partners under the Partnership Agreement and the West Virginia Act; (c) The Units, when issued, will constitute valid partnership interests in accordance with the terms of, and shall be entitled to the rights provided in, the Partnership Agreement and the West Virginia Act, will be fully paid upon payment in cash of the consideration therefor specified in the Subscription Agreement contained in the Prospectus, and the liability of a Partner to make payments to the Partnership or on behalf of the Partnership may or may not be limited to the amount which such Partner has agreed to pay in accordance with the terms of his Subscription and the Partnership Agreement depending on whether he chooses to be an additional general or limited partner; (d) PDC has been, and on the Closing Date will be, duly and validly organized and validly existing as a corporation in good standing under the laws of the State of Nevada; has all requisite power and authority to act as a Managing General Partner of the Partnership; is or will be qualified to do business and in good standing as a foreign corporation in each other jurisdiction in which its acting in such capacity requires or may require such qualification if the failure to so qualify might result in material adverse consequences to the Partnership; has the requisite power and authority and all necessary authorization, approvals and orders required as of the date hereof to enter into this Agreement and the Limited Partnership Agreement and to be bound by the provisions and conditions hereof and thereof; and its audited balance sheet included in the Prospectus presents fairly its financial position as at the date indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the certified public accountants whose report thereon is included in the Prospectus are independent accountants as required by the Securities Act of 1933, as amended (the "Act"); (e) Except to the extent disclosed in the Prospectus there is no litigation or governmental proceeding pending or, to PDC's knowledge, threatened against, or involving the business or proposed business of, the Partnership or PDC, which might materially and adversely affect the proposed operations and business of the Partnership; (f) The condition, financial or otherwise, of PDC, and the proposed business of the Partnership, conform in all material respects to the descriptions thereof contained in the Prospectus; (g) Neither the execution and delivery of this Agreement and the Partnership Agreement, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach or violation of any of the terms, provisions or conditions of any agreement or instrument to which PDC is a party or by which it is bound, or any order, rule or regulation applicable to PDC of any court or any governmental body or administrative agency having jurisdiction over PDC; (h) The Units, when issued, will conform to the descriptions thereof contained in the Prospectus; and the Prospects (as defined in the Prospectus) as proposed to be owned by the Partnership conform in all material respects to the description thereof in the Prospectus; (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of PDC and constitutes the valid and binding agreement of PDC; (j) The Partnership Agreement, upon its execution by PDC will have been duly and validly authorized, executed and delivered by or on behalf of PDC as the Managing General Partner and will constitute the valid and binding agreement of the Managing General Partner; and (k) Neither PDC nor any of its affiliates has offered for sale or sold any Units or interests in the Partnership or other securities (collectively referred to herein as "Prior Offerings") which, under present applicable law, would result in the integration of Prior Offerings with the offering and sale of the Units by you as contemplated in this Agreement.

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 1 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 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 Partnership (the " Partners") entitled to all the benefits of Partners under the Partnership Agreement and the West Virginia Act; (c) The Units, when issued, will constitute valid partnership interests in accordance with the terms of, and shall be entitled to the rights provided in, the Partnership Agreement and the West Virginia Act, will be fully paid upon payment in cash of the consideration therefor specified in the Subscription Agreement contained in the Prospectus, and the liability of a Partner to make payments to the Partnership or on behalf of the Partnership may or may not be limited to the amount which such Partner has agreed to pay in accordance with the terms of his Subscription and the Partnership Agreement depending on whether he chooses to be an additional general or limited partner; (d) PDC has been, and on the Closing Date will be, duly and validly organized and validly existing as a corporation in good standing under the laws of the State of Nevada; has all requisite power and authority to act as a Managing General Partner of the Partnership; is or will be qualified to do business and in good standing as a foreign corporation in each other jurisdiction in which its acting in such capacity requires or may require such qualification if the failure to so qualify might result in material adverse consequences to the Partnership; has the requisite power and authority and all necessary authorization, approvals and orders required as of the date hereof to enter into this Agreement and the Limited Partnership Agreement and to be bound by the provisions and conditions hereof and thereof; and its audited balance sheet included in the Prospectus presents fairly its financial position as at the date indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the certified public accountants whose report thereon is included in the Prospectus are independent accountants as required by the Securities Act of 1933, as amended (the "Act"); (e) Except to the extent disclosed in the Prospectus there is no litigation or governmental proceeding pending or, to PDC's knowledge, threatened against, or involving the business or proposed business of, the Partnership or PDC, which might materially and adversely affect the proposed operations and business of the Partnership;; 2 (f) The condition, financial or otherwise, of PDC, and the proposed business of the Partnership, conform in all material respects to the descriptions thereof contained in the Prospectus; (g) Neither the execution and delivery of this Agreement and the Partnership Agreement, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach or violation of any of the terms, provisions or conditions of any agreement or instrument to which PDC is a party or by which it is bound, or any order, rule or regulation applicable to PDC of any court or any governmental body or administrative agency having jurisdiction over PDC; (h) The Units, when issued, will conform to the descriptions thereof contained in the Prospectus; and the Prospects (as defined in the Prospectus) as proposed to be owned by the Partnership conform in all material respects to the description thereof in the Prospectus; (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of PDC and constitutes the valid and binding agreement of PDC; (j) The Partnership Agreement, upon its execution by PDC will have been duly and validly authorized, executed and delivered by or on behalf of PDC as the Managing General Partner and will constitute the valid and binding agreement of the Managing General Partner; and (k) Neither PDC nor any of its affiliates has offered for sale or sold any Units or interests in the Partnership or other securities (collectively referred to herein as "Prior Offerings") which, under present applicable law, would result in the integration of Prior Offerings with the offering and sale of the Units by you as contemplated in this Agreement.

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 Limited 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 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 Partnership (the " "Partners") entitled to all the benefits of Partners under the Partnership Agreement and the West Virginia Act; (c) The Units, when issued, will constitute valid partnership interests in accordance with the terms of, and shall be entitled to the rights provided in, the Partnership Agreement and the West Virginia Act, will be fully paid upon payment in cash of the consideration therefor specified in the Subscription Agreement contained in the Prospectus, and the liability of a Partner to make payments to the Partnership or on behalf of the Partnership may or may not be limited to the amount which such Partner has agreed to pay in accordance with the terms of his Subscription and the Partnership Agreement depending on whether he chooses to be an additional general or limited partner; (d) PDC has been, and on the Closing Date will be, duly and validly organized and validly existing as a corporation in good standing under the laws of the State of Nevada; has all requisite power and authority to act as a Managing General Partner of the Partnership; is or will be qualified to do business and in good standing as a foreign corporation in each other jurisdiction in which its acting in such capacity requires or may require such qualification if the failure to so qualify might result in material adverse consequences to the Partnership; has the requisite power and authority and all necessary authorization, approvals and orders required as of the date hereof to enter into this Agreement and the Limited Partnership Agreement and to be bound by the provisions and conditions hereof and thereof; and its audited balance sheet included in the Prospectus presents fairly its financial position as at the date indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the certified public accountants whose report thereon is included in the Prospectus are independent accountants as required by the Securities Act of 1933, as amended (the "Act"); (e) Except to the extent disclosed in the Prospectus there is no litigation or governmental proceeding pending or, to PDC's knowledge, threatened against, or involving the business or proposed business of, the Partnership or PDC, which might materially and adversely affect the proposed operations and business of the Partnership; (f) The condition, financial or otherwise, of PDC, and the proposed business of the Partnership, conform in all material respects to the descriptions thereof contained in the Prospectus; (g) Neither the execution and delivery of this Agreement and the Partnership Agreement, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach or violation of any of the terms, provisions or conditions of any agreement or instrument to which PDC is a party or by which it is bound, or any order, rule or regulation applicable to PDC of any court or any governmental body or administrative agency having jurisdiction over PDC; (h) The Units, when issued, will conform to the descriptions thereof contained in the Prospectus; and the Prospects (as defined in the Prospectus) as proposed to be owned by the Partnership conform in all material respects to the description thereof in the Prospectus; (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of PDC and constitutes the valid and binding agreement of PDC; (j) The Partnership Agreement, upon its execution by PDC will have been duly and validly authorized, executed and delivered by or on behalf of PDC as the Managing General Partner and will constitute the valid and binding agreement of the Managing General Partner; and (k) Neither PDC nor any of its affiliates has offered for sale or sold any Units or interests in the Partnership or other securities (collectively referred to herein as "Prior Offerings") which, under present applicable law, would result in the integration of Prior Offerings with the offering and sale of the Units by you as contemplated in this Agreement.