Representations and Warranties of the General Partner. The General Partner represents and warrants to the Additional Selling Agent as follows -- such representations and warranties to be restated and reaffirmed as of each Closing Time (as defined in Section 2(e) hereof):
(a) The Partnership has provided to the Selling Agent, and filed with the Securities and Exchange Commission (the "SEC"), a registration statement on Form S-1 (No. 333-107357), as initially filed with the SEC on July 25, 2003, Amendment No. 1 as filed on ______, 2003, and any amendment or amendments thereto, for the registration of the Units under the Securities Act of 1933, as amended (the "1933 Act"), and has filed one copy thereof with the National Futures Association (the "NFA") in accordance with NFA Compliance Rule 2-13, the Commodity Exchange Act, as amended (the "Commodity Act") and the rules and regulations thereunder (the CFTC Regulations"). The registration statement as amended and delivered to all parties hereto at the time it becomes effective together with any registration statement filed to register additional Units under the 1933 Act pursuant to Rule 462(b) and the prospectus included therein are hereinafter called the "Registration Statement" and the "Prospectus," respectively, except that (i) if the Partnership files a subsequent post-effective amendment to the registration statement, then the term "Registration Statement" shall, from and after the declaration of the effectiveness of such post-effective amendment, refer to the registration statement as amended by such post-effective amendment thereto, and the term "Prospectus" shall refer to the prospectus as most recently issued by the Partnership pursuant to the rules and regulations of the SEC promulgated under the 1933 Act (the "SEC Regulations"), together with any current supplement or supplements thereto. The General Partner agrees to suspend the offering immediately and inform the Additional Selling Agent if the General Partner has any reason to believe that it may be necessary or advisable to amend the Registration Statement or supplement the Prospectus. No reference to the Additional Selling Agent may be made in the Registration Statement, Prospectus or in any promotional brochure or other marketing materials (collectively, "Promotional Material") including "Tombstone Ads" or other communications qualifying under Rule 134 of the SEC Regulations, which has not been approved in writing by the Additional Selling Agent, which approval the Additional Selling Agent may wit...
Representations and Warranties of the General Partner. The General Partner represents and warrants to each Limited Partner that:
12.1.1 The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of its organization, is qualified to do business in all jurisdictions in which it is required, and has full corporate power and authority to carry on its business as it has been and is conducted.
12.1.2 The General Partner has full power and authority to execute and deliver this Agreement and perform its obligations under this Agreement.
12.1.3 The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement are within the power of the General Partner and have been duly authorized by all necessary corporate and other action. The General Partner has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding agreement and obligation of the General Partner, enforceable against the General Partner in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors’ rights generally and general principles of equity.
12.1.4 The execution and delivery of this Agreement by the General Partner and the performance by the General Partner of its obligations hereunder do not violate, or constitute a breach of or default under, the constituent documents of the General Partner or any material agreement or instrument by which it is bound, and the General Partner has no knowledge that its performance of such obligations will violate, or constitute a breach of or default under, any order, rule, law or regulation applicable to the General Partner of any court, governmental body, administrative agency or self-regulatory authority having jurisdiction over the General Partner.
12.1.5 There is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) pending or, to the best knowledge of the General Partner or the Investment Manager, threatened against the Partnership, the General Partner, the Investment Manager, any of their Affiliates or any of their respective properties, assets or businesses. To the best knowledge of the General Partner or the Investment Manager, there is no reasonable basis for any such action, suit, arbitration, investigat...
Representations and Warranties of the General Partner. The General Partner represents and warrants as of the date hereof, with respect to itself only (and not with respect to any other Partner), to and for the benefit of the Partnership and each of the Limited Partners as follows:
Representations and Warranties of the General Partner. The General Partner hereby represents and warrants to the Partnership that:
Representations and Warranties of the General Partner. The representations and warranties of the General Partner in this Agreement shall be (1) correct on the Execution Date and (2) correct in all material respects at the Closing, except to the extent that such representations and warranties are qualified by the term “material,” “Material,” “in any material respect” or “Material Adverse Effect” in which case such representations and warranties (as so written) shall be correct in all respects at the Closing.
Representations and Warranties of the General Partner. The General Partner hereby represents and warrants to MPLX that:
Representations and Warranties of the General Partner. The General Partner hereby represents and warrants to the Securityholders and Investors that as of the date of this Agreement it is a Cayman Islands exempted limited partnership duly formed, validly existing and in good standing under the laws of the Cayman Islands, it has full partnership power and authority to execute, deliver and perform this Agreement, the LP Agreement and the Laureate Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance by it of this Agreement, the LP Agreement and the Laureate Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action.
Representations and Warranties of the General Partner. The General Partner represents and warrants to the Selling Agent that:
(a) It has been duly incorporated and is validly existing as a corporation under the laws of the State of New York with full power and authority to conduct its business as described in the Prospectus and the Statement of Additional Information; and it is duly qualified to conduct business as a foreign corporation and is in good standing in every jurisdiction in which the character of such business requires such qualification;
(b) It has complied, and will continue to comply, with all laws, rules and regulations applicable to its business, including regulations promulgated by the CFTC, the violation of which would materially and adversely affect the business, financial condition or earnings of the Fund or the General Partner; and there are no actions, suits or proceedings pending or, to its knowledge, threatened against the General Partner, at law or in equity, before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or before or by any commodity exchange, in which an adverse decision would materially and adversely affect the business, financial condition or earnings of the Fund or the General Partner and which are not adequately disclosed in the Prospectus or the Statement of Additional Information;
(c) Its financial statements contained in the Registration Statement, the Prospectus and the Statement of Additional Information fairly present its financial condition and the results of its operations as of the dates and for the periods therein specified, and such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as is otherwise noted or reported therein.
(d) The General Partner and each "principal" of the General Partner, as defined in CFTC Rule 3.1(a), have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus and Statement of Additional Information therein, or required to perform their obligations under the Limited Partnership Agreement, the Advisory Agreement, the Escrow Agreement an...
Representations and Warranties of the General Partner. The General Partner represents and warrants to Buyer as of the date of this Agreement:
Representations and Warranties of the General Partner. 2.1 Representations and Warranties of the General Partner. The General Partner, on its own behalf and in its capacity as General Partner of the Fund, represents and warrants to, and agrees with, the Marketing Agent that:
(a) At the time of purchase of a Creation Basket by an Authorized Purchaser under the Authorized Purchaser Agreement, the Registration Statement shall have become effective and no stop order of the SEC with respect thereto has been issued and no proceedings for such purpose has been instituted or, to the General Partner’s knowledge after due inquiry, is contemplated by the SEC; any Preliminary Prospectus provided to prospective investors, at the time of filing thereof, complied in all material respects to the requirements of the 1933 Act and the last Prospectus distributed in connection with the offering of the Units purchased by the Authorized Purchaser did not, as of its date, and does not contain an 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, in light of the circumstances under which they were made, not misleading; the Registration Statement complies and will comply when it becomes effective and at the time of purchase of a Creation Basket by an Authorized Purchaser, in all material respects with the requirements of the 1933 Act and the Prospectus will comply, as of its date and at the time of purchase of a Creation Basket by an Authorized Purchaser, in all material respects with the requirements of the 1933 Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; the conditions to the use of Form S-1 have been satisfied; the Registration Statement does not and will not when it becomes effective and at the time of purchase of a Creation Basket by an Authorized Purchaser contain an 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 and the Prospectus will not, as of its date and at the time of purchase of the Creation Baskets by the Authorized Purchaser, contain an 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, in light of the circumstances under which...
