REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. The Partnership represents and warrants to Contributor as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. Seller hereby represents and warrants to Buyer that:
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REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. 16 4.1 Organization; Qualification 16 4.2 Authority; Enforceability 16 4.3 Non-Contravention 16 4.4 Governmental Approvals 17 4.5 Equity Consideration Units 17 4.6 Delivery of Fairness Opinion 17 4.7 Excluded Assets 18 4.8 Brokers’ Fee 18 4.9 Securities Laws 18 Article V COVENANTS OF THE PARTIES 18 5.1 Expenses. 18 5.2 Tax Matters 19 5.3 Financial Statements 19 5.4 Further Assurances 20 Article VI CLOSING 20 6.1 Closing 20 6.2 Deliveries by Contributor 20 6.3 Deliveries by the Partnership 20 Article VII INDEMNIFICATION 21 7.1 Indemnification by Contributor 21 7.2 Indemnification by the Partnership 21 7.3 Limitations and Other Indemnity Claim Matters 22 7.4 Indemnification Procedures. 23 7.5 Express Negligence 24 7.6 No Reliance. 25 7.7 Tax Treatment 25 Article VIII GOVERNING LAW AND CONSENT TO JURISDICTION 26 8.1 Governing Law 26 8.2 Consent to Jurisdiction; Waiver of Right to Trial by Jury 26 Article IX GENERAL PROVISIONS 26 9.1 Amendment and Modification 26 9.2 Waiver of Compliance; Consents 27 9.3 Notices 27 9.4 Assignment 27 9.5 Third Party Beneficiaries 28 9.6 Entire Agreement 28 9.7 Severability 28 9.8 Representation by Counsel 28 9.9 Disclosure Schedules 28 9.10 Facsimiles; Counterparts 29 EXHIBITS: Exhibit A - Definitions Exhibit B-1 - ETG Gathering System Exhibit B-2 - ETG Personal Property Exhibit B-3 - ETG Real Property Interests Exhibit B-4 - Certain ETG Contracts Exhibit C - Excluded Assets Assignment SCHEDULES: Contributor Disclosure Schedules Partnership Disclosure Schedules CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) executed and delivered on August 6, 2015 (the “Closing Date”) is made and entered into by and between Azure Midstream Energy, LLC, a Delaware limited liability company (the “Contributor”), and Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
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REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. Subject to the exceptions set forth in the disclosure letter delivered to Purchaser prior to the execution of this Agreement (the “Disclosure Letter”), Sellers (jointly and severally) represent and warrant to Purchaser that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement. The Disclosure Letter will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement. Notwithstanding the designation of any exception by paragraph, any exception described in reasonable particularity on the Disclosure Letter shall be incorporated by reference as an exception to any other representation or warranty of Sellers to which the applicability of such exception is readily apparent.
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REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. Except as set forth in Seller’s Disclosure Schedules in accordance with Section 12.10, Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP. The Seller has delivered to the Purchaser a Disclosure Letter of the Seller accompanying and forming part of this Agreement (the “Disclosure Letter”). The Disclosure Letter has been arranged for purposes of convenience in separately titled sections corresponding to the sections of this Article IV and the sections of Article V; however, each section of the Disclosure Letter shall be deemed to incorporate by reference information disclosed in any other section of the Disclosure Letter if the applicability of such information to the subject representation and warranty is readily apparent from the text of the disclosure. Capitalized terms used in the Disclosure Letter and not otherwise defined therein have the meanings given to them in this Agreement. The Seller represents and warrants to the Purchaser as follows:
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Related to REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer is a party or by which the Master Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer), or to the knowledge of the Master Servicer threatened, against the Master Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement; and (vi) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the Master Servicer hereunder.

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

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

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