Representations and Warranties of the General Partner. The General Partner represents and warrants to the Trading Advisor, the Broker and the Selling Agent, as follows:
(a) The Fund has provided to the Trading Advisor and to the Selling Agent and filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (Registration No. 333-_____), as initially filed with the SEC on ________, 1998 for the registration of Units of Limited Partnership Interests (the "Units") in the Fund under the Securities Act of 1933, as amended (the "1933 Act"), has filed two copies thereof with the Commodity Futures Trading Commission (the "CFTC") under the Commodity Exchange Act (the "Commodity Act") and one copy with the National Futures Association (the "NFA") in accordance with NFA Compliance Rule 2-13. The Registration Statement became effective with the SEC as of the date hereof. (The Registration Statement, in the form in which it became effective, and the Prospectus included therein as first filed pursuant to Rule 424(b) of the rules and regulations of the SEC under the 1933 Act (the "SEC Regulations") are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively.) If the Fund 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 amended prospectus then on file with the SEC as part of the Registration Statement, or if a subsequent prospectus is filed by the Fund pursuant to Rule 424 of the SEC Regulations, the term Prospectus shall refer to the prospectus most recently filed pursuant to such Rule from and after the date on which it shall have been first used. Except as required by law, the Fund will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus which shall be reasonably objected to in writing by the Trading Advisor or by counsel to the Trading Advisor, upon reasonable prior notice.
(b) The Fund will not utilize 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 are reasonably objected to by the Selling Agent. No reference to the Selling Agent may be made in the Registration Stateme...
Representations and Warranties of the General Partner. The General Partner represents, warrants and covenants to each Limited Partner that as of the date hereof:
(a) ASAC is a duly formed and validly existing exempted limited partnership under the laws of the Cayman Islands with full power and authority to conduct its affairs as contemplated in this Agreement.
(b) The General Partner is a duly formed and validly existing limited liability company under the laws of the State of Delaware, with full power and authority to perform its obligations hereunder. The General Partner (i) has all necessary power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted and (ii) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the General Partner to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) (i) Assuming the accuracy of the representations made by each Limited Partner pursuant to Section 11.1, all action required to be taken by the General Partner and ASAC, as a condition to the issuance and sale of the Interests being purchased by the Limited Partners, has been taken; (ii) the Interest of each Limited Partner represents a duly and validly issued partnership interest in ASAC; and (iii) each Limited Partner is entitled to all the benefits of a Limited Partner in respect of the Interests it holds under this Agreement and the ELP Law.
(d) This Agreement has been duly authorized, executed and delivered by the General Partner and, upon due authorization, execution and delivery by each Limited Partner, will constitute the valid and legally binding agreement of the General Partner enforceable in accordance with its terms against the General Partner, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(e) The execution and delivery by the General Partner of this Agreement does not, and the performance by the General Partner of its obligations under this Agreement will not, require any consent, approval, or...
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 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 hereby represents and warrants to MPLX that:
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...
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. 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...
