Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Partnership Act) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner’s Interests for such Partner’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner’s net worth and the Partner has no need for liquidity in the Partner’s investment in Interests. Each Limited Partner and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner’s own advisers a...
Representations of Partners. (a) This Agreement is made with the General Partner in reliance upon the General Partner’s representation to the Partnership that:
Representations of Partners. This Agreement is made with the General Partner in reliance upon the General Partner's representation to the Partnership and SBA, that: it is duly organized, validly existing and in good standing under the laws of the State of [state of organization], and is qualified to do business under the laws of each state where such qualification is required to carry on the business of the Partnership; it has full power and authority to execute and deliver this Agreement and to act as General Partner under this Agreement; this Agreement has been authorized by all necessary actions by it, has been duly executed and delivered by it, and is a legal, valid and binding obligation of it, enforceable according to its terms; and the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not conflict with, or result in any violation of, or default under, any provision of any governing instrument applicable to it, or any agreement or other instrument to which it is a party or by which it or any of its properties are bound, or any provision of law, statute, rule or regulation, or any ruling, writ, order, injunction or decree of any court, administrative agency or governmental body applicable to it. This Agreement is made with each Private Limited Partner in reliance upon each Private Limited Partner's representation to the General Partner, the Partnership and SBA, that: it has full power and authority to execute and deliver this Agreement and to act as a Private Limited Partner under this Agreement; this Agreement has been authorized by all necessary actions by it; this Agreement has been duly executed and delivered by it; and this Agreement is a legal, valid and binding obligation of it, enforceable against it according to its terms; the execution and delivery of this Agreement and the performance of its obligations under this Agreement do not require the consent of any third party not previously obtained, and will not conflict with, or result in any violation of, or default under, any provision of any governing instrument applicable to it, or any agreement or other instrument to which it is a party or by which it or any of its properties are bound, or any provision of law, statute, rule or regulation, or any ruling, writ, order, injunction or decree of any court, administrative agency or governmental body applicable to it; if the Private Limited Partner is a bank (as the term is used in the SBIC Act, at 15 U.S.C. § 682(b)), t...
Representations of Partners. Each Partner hereby represents and warrants to the Partnership and each other Partner, and acknowledges, that (a) he, she or it has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Partnership and making an informed investment decision with respect thereto, (b) he, she or it is able to bear the economic and financial risk of an investment in the Partnership for an indefinite period of time, (c) he, she or it is acquiring an interest in the Partnership for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof, (d) the Partnership Interests have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with, and (e) the execution, delivery and performance of this Agreement by such Partner do not require him, her or it to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any existing law or regulation applicable to him, her or it, or any agreement or instrument to which he, she or it is a party or by which he, she or it is bound.
Representations of Partners. Each Partner represents as follows: (a) the Partner is thoroughly informed concerning the Property to be owned by the Partnership and has asked and had answered such questions relating thereto as the Partner deems necessary, and understands that no return of, on, or with respect to the amount paid for the Partner’s interest is represented, warranted or promised in any way by the General Partner or the Partnership; (b) the Partner has read this Agreement and understands and agrees to its terms; (c) the Partner is capable of evaluating the risks and merits of acquiring Partnership Interests, has no need for liquidity of investment with respect to the purchase price of such Partnership Interest, and can afford to sustain a complete loss of such purchase price; (d) the Partner understands that the interests represented by the Partnership Interest issued to the Partner have not been registered or qualified and have been offered and sold in reliance on exemptions from registration and qualification requirements of applicable federal and state securities laws and that no governmental agency has passed on the merits or risks of acquiring an interest in the Partnership; (e) the Partner understands that neither the General Partner nor its counsel have represented the interests of the Partner in connection with this Agreement or the transactions contemplated hereby, and the Partner is free (and encouraged) to seek independent counsel of the Partner’s choosing; (f) the Partner is acquiring the Partnership Interest for investment purposes only and not with a view to resell or distribute to any other person; and (g) the person executing the Agreement on behalf of the Partner has full authority to bind such Partner to this Agreement.
Representations of Partners. 13 Section 1.07. Notices With Respect to Representations by Limited Partners. 15 Section 1.08. Liability of Partners. 15
Representations of Partners. As of the date hereof and as of the Closing Date, each Partner represents and warrants to and for the benefit of Buyer as follows:
Representations of Partners. Section 10.1(l) of the Partnership Agreement is hereby amended to read in its entirety as follows:
Representations of Partners. Each Partner (unless otherwise noted) to which a Unit is issued as of the date of this Agreement represents and warrants to the Partnership as follows:
Representations of Partners. (a) This Agreement is made with the General Partner in reliance upon the General Partner’s representation to the Partnership and SBA, that: Confidential treatment requested by WQN, Inc.
