Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Preliminary Memorandum as of its date did not contain; the Offering Memorandum at the Time of Sale and at the Closing Date; and the Final Memorandum, and any amendment or supplement thereto does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers through the Representatives expressly for use therein, as specified in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate. (b) The Partnership (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part of the Offering Memorandum, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Offering Memorandum, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication. (c) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), with full partnership power and authority to own or lease and operate its properties and to conduct its business as presently conducted and as described in any Memorandum (and any amendment or supplement thereto), in each case in all material respects. Each of the
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Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:
(a) The (i) the Preliminary Memorandum as of its date did not contain; contain and (ii) each of the Offering Memorandum at the Time of Sale and at the Closing Date; Date and the Final Memorandum, and any amendment or supplement thereto does not and will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of the Initial Purchasers through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as specified such in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate11 hereof.
(b) The Partnership (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part of the Offering Memorandum, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Offering MemorandumMemorandum as of the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Issuers and Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication, it being understood and agreed that the only such information furnished by or on behalf of such Initial Purchaser consists of the information described as such in Section 11 hereof.
(c) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), with full partnership power and authority to own or lease and operate its properties and to conduct its business as presently conducted and as described in any Memorandum (and any amendment or supplement thereto), in each case in all material respects. Each of thethe Partnership and the Operating Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it at the Closing Date or the nature or location of the properties to be owned or leased by it at the Closing Date makes such registration or qualification necessary, except where the failure so to register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean (i) a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of the Issuers and each Guarantor, considered as one enterprise, or (ii) a material impairment of the ability of the Issuers and each Guarantor to perform their obligations under the Notes, the Guarantees, the Indenture or the Transaction Documents.
Appears in 1 contract
Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:
(a) The Preliminary Memorandum as of its date did not contain; the Offering Memorandum at the Time of Sale and at the Closing Date; and the Final Memorandum, and any amendment or supplement thereto does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers through the Representatives Representative expressly for use therein, as specified in Section 11. The statistical documents incorporated by reference in the Preliminary Memorandum, the Offering Memorandum and industry data included the Final Memorandum, when they became effective or were filed with the Commission, as the case may be, conformed in each Memorandum are based on all material respects to the requirements of the Securities Act or derived from sources that Securities Exchange Act of 1934, as amended (the Issuers believe “Exchange Act”), as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be reliable stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and accurateany further documents so filed and incorporated by reference in the Preliminary Memorandum, the Offering Memorandum or the Final Memorandum, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain 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, in the light of the circumstances under which they were made, not misleading.
(b) The Partnership (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part of the Offering Memorandum, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Offering Memorandum, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative expressly for use in any Issuer Written Communication.
(c) Each of the Partnership and the Operating The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act Texas Business Organizations Code (the “Delaware LP ActTBOC”), with full partnership power and authority to own or lease and operate its properties and to conduct its business as presently conducted and as described in any Memorandum (and any amendment or supplement thereto), in each case in all material respects. Each The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of thebusiness under the laws of each jurisdiction in which the character of the business conducted by it at the Closing Date or the nature or location of the properties to be owned or leased by it at the Closing Date makes such registration or qualification necessary, except where the failure so to register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse effect on (i) the condition (financial or otherwise), business, properties, net worth or results of operations of the Issuers and each Guarantor, considered as one enterprise, or (ii) the ability of the Issuers and each Guarantor to perform their obligations under the Notes, the Guarantees or the Transaction Documents.
Appears in 1 contract
Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:
(a) The (i) the Preliminary Memorandum as of its date did not contain; contain and (ii) each of the Offering Memorandum at the Time of Sale and at the Closing Date; Date and the Final Memorandum, and any amendment or supplement thereto does not and will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of the Initial Purchasers through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as specified such in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate11 hereof.
(b) The Partnership (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part of the Offering Memorandum, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Offering Memorandum, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Issuers and Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication, it being understood and agreed that the only such information furnished by or on behalf of such Initial Purchaser consists of the information described as such in Section 11 hereof.
(c) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), with full partnership power and authority to own or lease and operate its properties and to conduct its business as presently conducted and as described in any Memorandum (and any amendment or supplement thereto), in each case in all material respects. Each of thethe Partnership and the Operating Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it at the Closing Date or the nature or location of the properties to be owned or leased by it at the Closing Date makes such registration or qualification necessary, except where the failure so to register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean (i) a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of the Issuers and each Guarantor, considered as one enterprise, or (ii) a material impairment of the ability of the Issuers and each Guarantor to perform their obligations under the Notes, the Guarantees or the Transaction Documents.
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Representations and Warranties of the Issuers and the Guarantors. The Each of the Issuers and the Guarantors jointly and severally represent represents and warrant warrants to, and agree agrees with, each of the Initial Purchasers Underwriters that:
(a) The No order preventing or suspending the use of the Preliminary Memorandum as of its date did not contain; Prospectus or Final Prospectus has been issued by the Offering Memorandum at Commission, and the Time of Sale and at the Closing Date; Preliminary Prospectus and the Final MemorandumProspectus, and any amendment or supplement thereto does not and will at the time of filing thereof, complied in all material respects with the Securities Act.
(b) The Disclosure Package, at the Applicable Time, did not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the representations or warranties set forth in this paragraph shall not apply Issuers and the Guarantors make no representation and warranty with respect to any statements in or omissions from any Memorandum made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Issuers in writing by the Initial Purchasers such Underwriter through the Representatives Representative expressly for use therein, as specified in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate11 hereof.
(bc) The Partnership Issuers (including its their respective agents and representatives, other than the Initial Purchasers Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to to, and will not prepare, make, use, authorize, approve or refer to, any “written communication” (as defined in Rule 405 under the Securities Act) (other than the Preliminary Prospectus, the Pricing Term Sheet, the Final Prospectus, any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act and any written communication other document listed on Schedule III) that constitutes an offer to sell or solicitation of an offer to buy any of the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i)Issuers, (ii) and (iii) below) an “Issuer Written CommunicationFree Writing Prospectus”) other than (i) without the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part prior consent of the Offering Memorandum, Underwriters; and (iv) any electronic road show or other written communications, such Issuer Free Writing Prospectus the use of which has been previously consented to by the Underwriters is set forth substantially in each case used in accordance with Section 4(c)form and substance as attached hereto on Schedule IV. Each such Issuer Written CommunicationFree Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), and, when taken together with the Offering MemorandumPreliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Applicable Time, and when taken together with the Final Prospectus at the Closing Date (as defined below) will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication Free Writing Prospectus in reliance upon and in conformity with information relating to any Initial Purchaser Underwriter furnished to the Partnership Issuers in writing by such Initial Purchaser Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or any Issuer Written Communicationamendment or supplement thereto.
(cd) Each The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Partnership Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuers. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuers or related to the offering of the Notes has been initiated or threatened by the Commission; as of the effective date of the Registration Statement, the Registration Statement complied in all material respects with the Securities Act and the Operating Partnership has been duly formed Trust Indenture Act of 1939, as amended, and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act rules and regulations of the Commission thereunder (collectively, the “Delaware LP Trust Indenture Act”), with full partnership power and authority did not contain any untrue statement of a material fact or omit to own state a material fact required to be stated therein or lease and operate its properties and necessary in order to conduct its business as presently conducted make the statements therein not misleading; and as described of the date of the Final Prospectus and any amendment or supplement thereto and as of the Closing Date, the Final Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any Memorandum (statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuers in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Final Prospectus and any amendment or supplement thereto).
(e) The documents incorporated by reference in the Registration Statement, in each case the Disclosure Package and the Final Prospectus conformed, when such documents were filed with the Commission, in all material respectsrespects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, Disclosure Package or Final Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.
(f) Each of the Issuers has been duly formed or incorporated, as applicable, and is validly existing as a limited partnership or corporation, as applicable, in good standing under the laws of the State of Delaware. Each of thethe Issuers is duly registered or qualified to do business as a foreign business organization, and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such registration or qualification, except where the failure to so register or qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse effect on the condition (financial or otherwise), earnings, business or properties, of the Issuers and their subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Appears in 1 contract
Representations and Warranties of the Issuers and the Guarantors. The Each of the Issuers and the Guarantors jointly and severally represent represents and warrant warrants to, and agree agrees with, each of the Initial Purchasers Underwriters that:
(a) The No order preventing or suspending the use of the Preliminary Memorandum as of its date did not contain; Prospectus or Final Prospectus has been issued by the Offering Memorandum at Commission, and the Time of Sale and at the Closing Date; Preliminary Prospectus and the Final MemorandumProspectus, and any amendment or supplement thereto does not and will at the time of filing thereof, complied in all material respects with the Securities Act.
(b) The Disclosure Package, at the Applicable Time, did not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the representations or warranties set forth in this paragraph shall not apply Issuers and the Guarantors make no representation and warranty with respect to any statements in or omissions from any Memorandum made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Issuers in writing by the Initial Purchasers such Underwriter through the Representatives Representative expressly for use therein, as specified in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate11 hereof.
(bc) The Partnership Issuers (including its their respective agents and representatives, other than the Initial Purchasers Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to to, and will not prepare, make, use, authorize, approve or refer to, any “written communication” (as defined in Rule 405 under the Securities Act) (other than the Preliminary Prospectus, the Pricing Term Sheet, the Final Prospectus, any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act and any written communication other document listed on Schedule III) that constitutes an offer to sell or solicitation of an offer to buy any of the Notes (each such communication by the Partnership or its agents and representatives (other than a communication referred to in clauses (i)Issuers, (ii) and (iii) below) an “Issuer Written CommunicationFree Writing Prospectus”) other than (i) without the Preliminary Memorandum, (ii) the Final Memorandum, (iii) the Pricing Supplement, which constitutes part prior consent of the Offering Memorandum, Underwriters; and (iv) any electronic road show or other written communications, such Issuer Free Writing Prospectus the use of which has been previously consented to by the Underwriters is set forth substantially in each case used in accordance with Section 4(c)form and substance as attached hereto on Schedule IV. Each such Issuer Written CommunicationFree Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), and, when taken together with the Offering MemorandumPreliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Applicable Time, and when taken together with the Final Prospectus at the Closing Date (as defined below) will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication Free Writing Prospectus in reliance upon and in conformity with information relating to any Initial Purchaser Underwriter furnished to the Partnership Issuers in writing by such Initial Purchaser Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or any Issuer Written Communicationamendment or supplement thereto.
(cd) Each The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Partnership Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuers. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuers or related to the offering of the Notes has been initiated or threatened by the Commission; as of the effective date of the Registration Statement, the Registration Statement complied in all material respects with the Securities Act and the Operating Partnership has been duly formed Trust Indenture Act of 1939, as amended, and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act rules and regulations of the Commission thereunder (collectively, the “Delaware LP Trust Indenture Act”), with full partnership power and authority did not contain any untrue statement of a material fact or omit to own state a material fact required to be stated therein or lease and operate its properties and necessary in order to conduct its business as presently conducted make the statements therein not misleading; and as described of the date of the Final Prospectus and any amendment or supplement thereto and as of the Closing Date, the Final Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any Memorandum (statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuers in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Final Prospectus and any amendment or supplement thereto).
(e) The documents incorporated by reference in the Registration Statement, in each case the Disclosure Package and the Final Prospectus conformed, when such documents were filed with the Commission, in all material respectsrespects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, Disclosure Package or Final Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.
(f) Each of the Issuers has been duly formed or incorporated, as applicable, and is validly existing as a limited partnership or corporation, as applicable, in good standing under the laws of the State of Delaware. Each of thethe Issuers is duly registered or qualified to do business as a foreign business organization, and is in good standing under the laws of each jurisdiction in
Appears in 1 contract
