REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. Each Partnership represents and warrants on behalf of itself to the Trust and agrees that: (a) Driehaus Micro Cap Fund L.P. is a limited partnership duly formed and validly existing under the laws of the State of Illinois and Driehaus Institutional Micro Cap Fund, L.P. is a limited partnership duly formed and validly existing under the laws of the State of Delaware and has power to own all of its Assets and to carry out, execute, deliver and perform its obligations under this Agreement. (b) This Agreement and the transactions contemplated by it hereunder, including the dissolution of the Partnership have been duly authorized as of the date hereof by all necessary action on the part of the General Partner and this Agreement constitutes a valid and legally binding obligation of the Partnership and the General Partner, enforceable in accordance with its terms, except as the same may be limited by bankruptcy insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights. (c) The Partnership’s financial statements as of and for the period ending December 31, 2012 (the “Financial Statements”) fairly present the Partnership’s financial position and results of operations for the period covered thereby in conformity with generally accepted accounting principles applied on a consistent basis. (d) Since December 31, 2012, there has not been any material adverse change in the Partnership’s financial position. (e) Except as disclosed in the Financial Statements of the Partnership, and as incurred in the ordinary course of the Partnership’s business and disclosed in writing to and accepted by the Trust since the date of those Financial Statements, the Partnership has no known Liabilities, and there are no legal, administrative or other proceedings pending or, to the knowledge of the Partnership, threatened against the Partnership that have had or could reasonably be expected to have a material adverse effect on the Partnership or the Assets. (f) At both the Valuation Time (as defined in Section 3(e) below) and the Exchange Date (if different), the Partnership will have full right, power and authority to sell, assign, transfer and deliver the Assets to be transferred by it under this Agreement. Upon such transfer, the Fund will acquire those Assets subject to no encumbrances, liens or security interests and without any transfer restrictions (other than encumbrances, liens, security interests or restrictions create...
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. The Partnerships each severally represent and warrant the Company and to each other (with respect only to the Partnership making the representation and warranty) as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. (a) Each of the Partnerships represents and warrants for itself that each of the following is true, complete and accurate in all material respects as of the date of this Agreement (and, except as designated in writing by such Partnership at or before Closing, will be true, complete and accurate in all material respects as of the Closing Date) with regard to such Partnership and the Property: (1) To the best knowledge of the Partnership, the Trust is the sole owner of the Property. (2) To the best knowledge of the Partnership, one of the Partnerships owns legal and beneficial title to the Personal Property, other than the Leased Equipment, free and clear of all liens, charges and encumbrances, except the Permitted Exceptions. (3) There are no agreements with regard to the Leased Equipment other than the Equipment Leases set forth in SCHEDULE 2 attached hereto, and true and complete copies of all Equipment Leases have been or will be delivered to Home Properties. (4) To the best knowledge of the Partnership, each of the Equipment Leases is in full force and effect; none of the parties thereto is in material default of any of its obligations thereunder; and no event has occurred within the prior two (2) years that, with the giving of notice, or the passage of time, or both, would constitute a material default thereunder. (5) To the best knowledge of the Partnership: the Existing Loan is in full force and effect the Partnership has no notice of any material default by the Partnerships or the Trust thereunder; and no event has occurred within the prior two (2) years that with the giving of notice, or the passage of time, or both, would constitute a material default by either of the Partnership or the Trust thereunder. (6) To the best knowledge of the Partnership, true, complete and accurate copies of the Existing Loan documents and the trust agreement for the Trust have been or will be made available to Home Properties. (7) The Partnership is a limited partnership, duly organized, validly existing, and in good standing under the laws of the State of Illinois, and subject to consent of Existing Lender, has full power and authority to enter into, and to fully perform and comply with the terms of this Agreement and to own, lease and operate its properties and to carry on its business as it is now being conducted. (8) Subject to consent of Existing Lender and consent of parties to the Equipment Leases, the execution and delivery of this Agreement, and its performan...
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. All -------------------------------------------------- representations and warranties made by the Partnerships in this Agreement shall have been true and correct in all respects on the date hereof, and shall be true and correct in all respects on the Closing Date as though such representations and warranties were again made, without exception or deviation, on the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. 9 2.1 Representations and Warranties of Tax Exempt I...................9 2.2 Representations and Warranties of Tax Exempt II.................11 2.3 Representations and Warranties of Tax Exempt III................13
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. Each of the Partnerships hereby severally and not jointly represents and warrants to the Investors that each of the statements contained in this Section 3A is true, accurate and not misleading on and as of the date hereof and shall be true, accurate and not misleading on and as of the Closing Date, with the same effect as if made on and as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. Section III.1 Insured I hereby represents and warrants to Aegis as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS. 17 Section 3.1 .....................................................................................17 (a) Organization and Good Standing.......................................................18 (b)
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Related to REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows: (a) The Advisor is registered as an investment adviser under the Advisers Act; (b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement; (e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and (f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • Representations and Warranties of the Members Unless otherwise set forth in an agreement between the Company and a Member, each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (D) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; [in case there are any encumbrances on the land provide details of such encumbrances including any rights, title, interest and name of party in or over such land] (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the [Apartment/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Apartment/Plot] and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said Land, including the Project and the said [Apartment/Plot] which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the [Apartment/Plot] to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

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