Representations and Warranties of the Limited Partners. As a condition to becoming a Limited Partner of the Partnership, each Limited Partner represents, warrants, and covenants to each Managing General Partner and the Partnership as follows:
(a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws;
(b) He was granted full and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoing, to question the Managing General Partner, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement;
(c) The Partnership furnished him all additional information concerning the Partnership's business and affairs that he requested;
(d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative;
(e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment;
(f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the economic risks of his proposed investment in the Partnership, including the risk of losing all or any part of his investment in the Partnership and the probable inability to sell, transfer, or pledge, or otherwise dispose of an investment in the Partnership for an indefinite period;
(g) He is acquiring a Limited Partnership Interest solely for his own account, as principal, for investment purposes and not with a view to or for resale in connection with any distribution or underwriting o...
Representations and Warranties of the Limited Partners. Each Limited Partner makes the following representations and warranties 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 other Partner:
Representations and Warranties of the Limited Partners. Each Limited Partner hereby represents and warrants as follows, and acknowledges and confirms that the other Partners are relying on such representations and warranties in entering into this Agreement:
Representations and Warranties of the Limited Partners. Each Limited Partner hereby represents and warrants to the Abraxas Parties, solely as to such Limited Partner, as of the date hereof and as of the Effective Time, as follows:
Representations and Warranties of the Limited Partners. By executing this Agreement, each Limited Partner hereby represents and warrants to each of the other parties to this Agreement, solely with respect to itself (and not with respect to any other Limited Partner), as follows:
Representations and Warranties of the Limited Partners. Each Limited Partner hereby represents and warrants to the Partnership and to each other that:
(a) It has purchased and will purchase Units for its own account and not for the interest or benefit of others and not with a view toward resale or distribution thereof;
(b) It understands that the Units have not been registered under the Securities Act or applicable state securities laws (and that the Partnership is not obligated to register the Units) and that it may only transfer its Units, or a beneficial portion thereof, in compliance with the Securities Act or applicable state securities laws and the rules and regulations promulgated thereunder;
(c) It is a corporation, limited liability company or co-operative duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, as the case may be;
(d) The execution, delivery and performance of this Agreement by each Limited Partner (i) has been duly authorized by all requisite action, (ii) will not contravene or conflict with any provision of law or of the Limited Partner's organizational documents as amended to the date hereof, (iii) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any indenture, loan or other agreement or instrument to which the Limited Partner is a party or by which it or any of its property is bound, or any other order, writ, injunction or decree of any government instrumentality binding upon the Limited Partner or any of its property and (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property of the Limited Partner other than any lien, security interest or other encumbrance arising under this Agreement;
(e) This Agreement is a legal, valid and binding obligation of the Limited Partner enforceable against the Limited Partner in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to the relief of debtors generally and general principles of equity;
(f) It is not in violation of or in default with respect to any term or provision of any indenture, contract, agreement or instrument to which it is a party or by which it is bound, or any judgment, order or decree of any court or, to its knowledge, any governmental authority or any statute, rule or regulation appli...
Representations and Warranties of the Limited Partners. Each Limited Partner listed on Schedule 2.1 severally and not jointly represents and warrants through its Limited Partner Representatives as follows:
Representations and Warranties of the Limited Partners. (1) It is an entity lawfully incorporated and validly existing;
(2) The execution of this Agreement will not cause it to violate laws and regulations, its articles of association (if applicable), any provision legally binding upon it or its obligations under other agreements;
(3) It understands the possible risk of participating in the Partnership and is capable of bearing such risk;
(4) It, at its own will and discretion, participates in the Partnership and its subscription for capital contribution to the Partnership does not rely on the legal, investment, taxation and other advices provided by the General Partner or the Management Team;
(5) It has carefully read this Agreement and gains a full understanding of the meanings of the terms of this Agreement, without any material misunderstanding;
(6) Its capital contribution paid to the Partnership is from a legitimate source;
(7) The materials or information submitted by it to the Partnership and the General Partner in respect of its subject qualification and legal status are true and accurate, and if any change happens to such materials or information, it will forthwith inform the General Partner of that change.
Representations and Warranties of the Limited Partners. (a) Each of the Limited Partners hereby represents and warrants, as to itself only as of the date hereof or as of the date that it becomes a Limited Partner hereunder, that
(i) this Agreement has been duly executed and delivered by or on behalf of such Limited Partner and is its legal, valid and binding obligation, and is enforceable against such Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity; and (ii) the execution and delivery by such Limited Partner of this Agreement do not, and the performance by such Limited Partner of its obligations under this Agreement will not, (A) conflict with or result in any breach of any provision of the organizational documents of such Limited Partner, (B) violate, conflict with, require consent pursuant to, result in a breach of, constitute a default (with or without due notice or lapse of time or both) under, or give rise to a right of, or result in, the termination, cancellation, modification, acceleration or the loss of a benefit under any of the terms, conditions or provisions of any contract or agreement to which such Limited Partner is a party or otherwise bound or to which any of its properties or assets is subject or (C) violate any judgment, order or decree of any governmental agency or authority having jurisdiction over such Limited Partner or any law applicable to such Limited Partner or any of its properties or assets, except, in the case of clauses (B) and (C) above, for any violation, conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or creation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of such Limited Partner to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Representations and Warranties of the Limited Partners. 10.1.1 China Industrial hereby undertakes and warrants on the execution date of this Agreement that:
(1) It is an entity that is legally incorporated and validly exists according to the laws of the place of registration;
(2) It has carefully read this Agreement and understands the exact meaning of the contents of this Agreement;
(3) It fully understands the risks of investment in this Limited Partnership and that this Limited Partnership and its General Partners do not make any guarantee or promise with respect to the investment capital or incomes under any circumstance;
(4) The source of contributions it pays to this Limited Partnership is lawful;
(5) Effective resolutions have been made according to its internal procedures and it has been fully authorized with respect to its entering into this Agreement; the person who signs this Agreement on its behalf is its legal and effective representative; entering into this Agreement will not result in its breach of internal organization documents (articles of association, partnership agreement, etc.), any provision that is legally binding on it, or its obligations under other agreements;
(6) It has full rights, authorization, qualification and/or permission to execute and perform this Agreement and obligations and responsibilities under this Agreement, without any limitation on rights;
(7) Its execution and performance of this Agreement will not breach any law of the place of its incorporation or any important contract or obligation to which it is a party or which is binding on it, or cause its affiliate to constitute any breach of agreement or damages;
(8) It is not involved in any significant pending civil lawsuit (arbitration) and/or administrative proceedings or any potential significant civil dispute, controversy, or claim. In the meantime, it is not suspected of committing any crime or serious violation of law, and it is not subject to or will not be subject to any judicial compulsory measure or ban;
(9) Except for the information disclosed to other parties to this Agreement, it will not entrust any third person to hold the partnership interest or create trust for the partnership interest, or partially entrust or transfer the partnership interest to any third person.
10.1.2 iKang Health Technology hereby undertakes and warrants on the execution date of this Agreement that:
(1) It is an entity that is legally incorporated and validly exists according to the laws of the place of registration;
(2) It has caref...
