REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed or furnished prior to the date hereof (excluding any disclosure set forth in any such Partnership SEC Document under the heading “Risk Factors” or in any section relating to forward-looking statements) or (b) the disclosure schedule delivered by the Partnership to Parent immediately prior to the execution of this Agreement (the “Partnership Disclosure Schedule”), each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents and warrants to Parent, Merger Sub and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner severally and jointly represent and warrant to, and agree with, each Agent, unless otherwise specified, on and as of (i) the date of this Agreement, (ii) each date on which the Partnership receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which the Partnership executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Registration Statement has been filed with the Commission and declared effective; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Partnership, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or threatened by the Commission; the Registration Statement complied when it initially became effective, complies as of the date of this Agreement, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby comply with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)) in all material respects; the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement...

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner represents and warrants to each Underwriter that:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally represent and warrant to Parent and Merger Sub that, except as (A) set forth in the disclosure schedule delivered by the Partnership to Parent and Merger Sub on the date of this Agreement (the “Partnership Disclosure Schedule”) (it being understood that any information set forth on one section or subsection of the Partnership Disclosure Schedule shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section or subsection), or (B) disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the SEC since January 1, 2018 by the Partnership and publicly available prior to the date of this Agreement (the “Partnership Filed SEC Documents”), excluding disclosure (other than statements of fact) contained in the “Risk Factors” or “Forward-Looking Statements” sections of such Partnership Filed SEC Documents or that otherwise constitute risk factors or forward looking statements of risks:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and Atlas Growth Partners GP, LLC, the general partner of the Partnership (the “General Partner”) hereby represent, warrant and agree during the term of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The Partnership and the General Partner jointly and severally represent and warrant that:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. The General Partner and the Partnership represent and warrant to the Trading Advisor, as follows: (i) The Partnership has provided to the Trading Advisor, and filed with the SEC, the Registration Statement and has filed copies thereof with: (i) the CFTC under the CEAct (ii) the NASD pursuant to its Conduct Rules; and (iii) the NFA in accordance with NFA Compliance Rule 2-13. The Partnership will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus unless the Trading Advisor has received reasonable prior notice of and a copy of such amendments or supplements and has not reasonably objected thereto in writing. (ii) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required under applicable law to be taken by the General Partner and the Partnership as a condition to the sale of the Units to qualified subscribers therefor has been, or prior to each monthly closing (as described in the Prospectus) will have been taken; and, upon payment of the consideration therefor specified in each accepted Subscription and Exchange Agreement and Power of Attorney in such form as attached to the Prospectus, the Units will constitute valid limited partnership interests in the Partnership. (iii) The Partnership is a limited partnership duly organized pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act ("DRULPA") and is validly existing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Partnership has received a certificate of authority to do business in the State of New York as provided by Article 8-A of the New York Revised Limited Partnership Act and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Partnership's ability to perform its obligations hereunder. (iv) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware and in good standing and qualified to do business as a foreign corporation under the laws of the State of New York and is qualified to do business and is in good standing as a foreign corporation i...

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC prior to the date of this Agreement (but excluding any disclosure contained in any such Partnership SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by the Partnership to Parent (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (provided, that (i) any disclosure in any section of such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represent and warrant to Parent, Holdings and Merger Sub as follows; provided that the representations and warranties set forth in Section 4.5(c), Section 4.6(b), Section 4.7, Section 4.8, Section 4.9, Section 4.11, Section 4.12, Section 4.13, Section 4.14 and Section 4.17 to the extent applicable to the Non-Operated Joint Ventures are to the knowledge of the Partnership:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Section 3.1 Qualification, Organization, Subsidiaries, etc. 10 Section 3.2 Capitalization 11 Section 3.3 Authority; Noncontravention 14 Section 3.4 Reports and Financial Statements 16 Section 3.5 Internal Controls and Procedures 16 Section 3.6 No Undisclosed Liabilities 17 Section 3.7 Compliance with Law; Permits 17 Section 3.8 Environmental Laws and Regulations 18 Section 3.9 Employee Benefit Plans 19 Section 3.10 Absence of Certain Changes or Events 21 Section 3.11 Investigations; Litigation 22 Section 3.12 Information Supplied 22 Section 3.13 Regulatory Matters 23 Section 3.14 Tax Matters 23 Section 3.15 Employment and Labor Matters 25 Section 3.16 Intellectual Property 26 Section 3.17 Real Property 26 Section 3.18 Insurance 28 Section 3.19 Opinion of Financial Advisor 28 Section 3.20 Material Contracts 28 Section 3.21 Finders or Brokers 29 Section 3.22 State Takeover Statute 29 Section 3.23 Export Controls and Economic Sanctions. 30 Section 3.24 No Additional Representations or Warranties; Non-Reliance 31 Section 4.1 Qualification, Organization, Subsidiaries, etc. 32 Section 4.2 Capitalization 34 Section 4.3 Authority; Noncontravention 36 Section 4.4 Reports and Financial Statements 38 Section 4.5 Internal Controls and Procedures 38 Section 4.6 No Undisclosed Liabilities 39 Section 4.7 Compliance with Law; Permits 39 Section 4.8 Environmental Laws and Regulations 40 Section 4.9 Employee Benefit Plans 41 Section 4.10 Absence of Certain Changes or Events 41 Section 4.11 Investigations; Litigation 41 Section 4.12 Information Supplied 41 Section 4.13 Regulatory Matters 42 Section 4.14 Tax Matters 42 Section 4.15 Employment and Labor Matters 44 Section 4.16 Real Property 44 Section 4.17 Insurance 46 Section 4.18 Material Contracts 46 Section 4.19 Finders or Brokers 47 Section 4.20 State Takeover Statute 47 Section 4.21 Export Controls and Economic Sanctions 47 Section 4.22 Availability of Funds 48 Section 4.23 No Additional Representations or Warranties; Non-Reliance 48

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. 27 Section 4.1 Organization, Standing and Power 28 Section 4.2 Capitalization 29 Section 4.3 Authority; Noncontravention; Voting Requirements 30 Section 4.4 Governmental Approvals 32 Section 4.5 Partnership SEC Documents; Undisclosed Liabilities; Internal Controls 33 Section 4.6 Absence of Certain Changes or Events 34 Section 4.7 Legal Proceedings 34 Section 4.8 Compliance With Laws 35 Section 4.9 Environmental Matters 35 Section 4.10 Information Supplied 36 Section 4.11 Tax Matters 36 Section 4.12 Partnership Benefit Plans; Employee Matters 37 Section 4.13 Real Property 37 Section 4.14 Regulatory Matters 39 Section 4.15 Opinion of Financial Advisor 39 Section 4.16 Brokers and Other Advisors 39 Section 4.17 Investment Company Act 39 Section 4.18 No Other Representations or Warranties 40