Common use of REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP. The Partnership represents and warrants to the Holder that: (a) The Partnership has all necessary power and authority to execute, deliver and perform the obligations under this Option and the execution, delivery and performance by the Partnership of this Option has been duly authorized by all necessary action; and this Option has been duly and validly executed and delivered by the Partnership and constitutes the legal, valid and binding obligations of the Partnership and is enforceable against the Partnership in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles and except as rights to indemnity thereunder may be limited by applicable securities laws; and (b) The execution, delivery and performance by the Partnership of this Option and the issuance by the Partnership of Class A Common Units upon exercise of the Option, do not and will not contravene or constitute a default under any provision of applicable law or regulation or of the Partnership Agreement or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Partnership or result in the creation or imposition of any lien on any asset of the Partnership.

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP. The Partnership represents and warrants to the Holder that: (a) The Partnership has all necessary power and authority to execute, deliver and perform the obligations under this Option and the execution, delivery and performance by the Partnership of this Option has been duly authorized by all necessary action; and this Option has been duly and validly executed and delivered by the Partnership and constitutes the legal, valid and binding obligations of the Partnership and is enforceable against the Partnership in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ , rights generally and by general equitable principles and except as rights to indemnity thereunder may be limited by applicable securities laws; and (b) The execution, delivery and performance by the Partnership of this Option and the issuance by the Partnership of Class A Common Units upon exercise of the Option, do not and will not contravene or constitute a default under any provision of applicable law or regulation or of the Partnership Agreement or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Partnership or result in the creation or imposition of any lien on any asset of the Partnership.