REPRESENTATIONS BY THE PARTNERS Sample Clauses
The "Representations by the Partners" clause requires each partner in an agreement to formally state certain facts or assurances about themselves or their authority to enter into the partnership. Typically, this includes confirming that each partner has the legal capacity to participate, is not restricted by other agreements, and that all necessary approvals have been obtained. By setting out these representations, the clause helps ensure that all parties are entering the partnership on a clear and reliable basis, reducing the risk of future disputes over misrepresentation or lack of authority.
REPRESENTATIONS BY THE PARTNERS. Each Partner represents and warrants to, and agrees with, the other Partner and the Partnership as follows:
REPRESENTATIONS BY THE PARTNERS. (a) Each Partner who is not an individual represents, warrants, agrees and acknowledges that, as of the date hereof:
(1) it is a corporation, a limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite corporate, limited liability company or partnership power and authority to enter into this Agreement, to acquire and hold its Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnership action; and
(2) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or violate any of the provisions of its Organizational Documents.
(b) Each Partner, whether or not an individual, represents, warrants, agrees and acknowledges that as of the date hereof:
(1) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is party or by which it is bound or to which any of its property or assets are subject, violate any statute or any order, rule or regulation of any court or governmental or regulatory agency, body or official, that would materially and adversely affect the performance of its duties hereunder; such Partner has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by such Partner of its obligations hereunder;
(2) there is no action, suit or proceeding pending against such Partner or, to its knowledge, threatened in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into or performing its obligations under this Agreement; and
(3) this Agreement is a binding agreement on the part of such Partner enforceable in accordance with its terms against such Partner. Further, each Limited Partner represents that it is acquiring its Interest for its own account for investment purposes only and not with a view to the distribution or resale ...
REPRESENTATIONS BY THE PARTNERS. 17 2.8 Control of the Berkshire Group.......................................18 2.9 Pre-Closing Costs and Expenses.......................................18 2.10
REPRESENTATIONS BY THE PARTNERS. 59 14.1 Investment Intent...................................................................................... 59
REPRESENTATIONS BY THE PARTNERS. 20 2.8 Control of the Berkshire Group . . . . . . . . . . . . . 22 2.9 Pre-Closing Costs and Expenses . . . . . . . . . . . . . 22 2.10
REPRESENTATIONS BY THE PARTNERS. 17 2.8 CONTROL OF THE BERKSHIRE GROUP.................................................................18 2.9 PRE-CLOSING COSTS AND EXPENSES.................................................................18 2.10