Common use of Representations of Partners Clause in Contracts

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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's capital and surplus6; unless otherwise disclosed to the Partnership in writing, the Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a trade or business within the United States; and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add any other investor representations.] Each Partner who has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv), agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's eligibility for benefits under any applicable tax treaty.

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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's capital and surplus6; unless otherwise disclosed to the Partnership in writing, the Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a trade or business within the United States; and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add any other investor representations.] Each Partner who has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv1.06(iv), agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's eligibility for benefits under any applicable tax treaty.

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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's capital and surplus6; unless otherwise disclosed to the Partnership in writing, the Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a trade or business within the United States; and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add any other investor representations.] Each Partner who has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv), agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's eligibility for benefits under any applicable tax treaty.

Representations of Partners. This Agreement is made with the General Partner in reliance upon the General Partner's ’s representation to the Partnership Partnership, the Limited Partners and SBA, 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 against it according to its terms, except as such enforceability may be limited by applicable bankruptcy or insolvency or similar laws affecting the rights and remedies of creditors generally and general principles of equity; and 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. [add any additional General Partner representations] This Agreement is made with each Private Limited Partner in reliance upon each Private that Limited Partner's ’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, except as such enforceability may be limited by applicable bankruptcy or insolvency or similar laws affecting the rights and remedies of creditors generally and general principles of equity; 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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's ’s interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's ’s capital and surplus6; surplus;23 unless otherwise disclosed to the Partnership in writing, the Limited Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a trade or business within the United StatesStates and qualified to do business in one or more states; unless otherwise disclosed to the Partnership in writing, the Limited Partner has not assigned, pledged or granted a security interest in its interest in the Partnership as collateral for indebtedness;24 and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add add any other investor additional Limited Partner representations.] Each Partner who that has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv), 1.06(b)(iv): (i) has irrevocably appointed an agent within the United States to receive service of process on the Partner’s behalf in connection with the enforcement of the obligations of the Partner to make Capital Contributions to the Partnership pursuant to its Commitment; and (ii) agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's ’s eligibility for benefits under any applicable tax treaty.

Representations of Partners. This Agreement is made with the General Partner in reliance upon the General Partner's ’s representation to the Partnership Partnership, the Limited Partners and SBA, 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; 21 See 13 CFR §107.160(c)(1), which prescribes the minimum duration for an SBIC. 22 See 13 CFR §107.400(a), which requires SBA approval for the issuance or transfer of ownership interests of 10% or more of the capital of an SBIC. 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 against it according to its terms, except as such enforceability may be limited by applicable bankruptcy or insolvency or similar laws affecting the rights and remedies of creditors generally and general principles of equity; and 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. [add any additional General Partner representations] This Agreement is made with each Private Limited Partner in reliance upon each Private that Limited Partner's ’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, except as such enforceability may be limited by applicable bankruptcy or insolvency or similar laws affecting the rights and remedies of creditors generally and general principles of equity; 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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's ’s interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's ’s capital and surplus6; surplus;23 unless otherwise disclosed to the Partnership in writing, the Limited Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a 23 See §302(b) of the SBIC Act. trade or business within the United StatesStates and qualified to do business in one or more states; unless otherwise disclosed to the Partnership in writing, the Limited Partner has not assigned, pledged or granted a security interest in its interest in the Partnership as collateral for indebtedness;24 and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add add any other investor additional Limited Partner representations.] Each Partner who that has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv), 1.06(b)(iv): (i) has irrevocably appointed an agent within the United States to receive service of process on the Partner’s behalf in connection with the enforcement of the obligations of the Partner to make Capital Contributions to the Partnership pursuant to its Commitment; and (ii) agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's ’s eligibility for benefits under any applicable tax treaty.

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)), the total amount of such Private Limited Partner’s investments in SBICs, including such Private Limited Partner's interest in the Partnership, does not exceed five percent (5%) of such Private Limited Partner's capital and surplus6; unless otherwise disclosed to the Partnership in writing, the Partner is a citizen or resident of the United States, an entity organized under the laws of the United States or a state within the United States or an entity engaged in a trade or business within the United States; and unless otherwise disclosed to the Partnership in writing, the Partner is not subject to Title I of ERISA. [Add any other investor representations.] Each Partner who has disclosed to the Partnership in writing that it is not a person described in Section 1.6(b)(iv1.06(b)(iv), agrees to provide the Partnership with any information or documentation necessary to permit the Partnership to fulfill any tax withholding or other obligation relating to the Partner, including but not limited to any documentation necessary to establish the Partner's eligibility for benefits under any applicable tax treaty.