Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties represent, warrant and agree that:
Representations, Warranties and Agreements of the Partnership Parties. Each Partnership Party jointly and severally represents, warrants and agrees that:
(a) A registration statement on Form S-3 relating to the Units (File No. 333-166373) (i) has been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto (including all documents incorporated by reference in each prospectus contained therein) have been made available by the Partnership to the Underwriters. As used in this Agreement,
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties represent, warrant and agree that:
(a) A registration statement on Form S-1 (File No. 333-183162) relating to the Units has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers as of the date hereof and as of the Closing Date that:
Representations, Warranties and Agreements of the Partnership Parties. Each of the Partnership Parties, jointly and severally, represents and warrants to, and agrees with, each Manager at the Execution Time and on each such time the following representations and warranties are affirmed or deemed to be made pursuant to this Agreement, as set forth below.
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties hereby, jointly and severally, represent, warrant and agree that:
(a) A registration statement on Form S-3 (File No. 333-198045) relating to the Units has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to you. As used in this Agreement:
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties hereby, jointly and severally, represent, warrant and agree that:
(a) A registration statement on Form S-1 (File No. 333-199625) relating to the Units has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to the representatives (the “Representatives”) of the Underwriters.
(b) The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of any of the Partnership Parties, threatened by the Commission.
(c) From the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Partnership has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
(d) The Partnership Parties (i) have not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) have not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Partnership Parties reconfirm that the Representatives have been authorized to act on their behalf in undertaking Testing-the-Waters Communications. The Partnership Parties have not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Schedule III hereto.
(e) The Partnership was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Units, is not on the date hereof and will not be on the applicable Delivery Date, an “ineligible issuer” (as defined in Rule 405 under the Securities Act).
(f) The Registrat...
Representations, Warranties and Agreements of the Partnership Parties. The Partnership Parties, jointly and severally, represent and warrant to, and agree with (it being understood that whenever a reference is made in this Section 1 to the “Operating Subsidiaries” or the “Partnership Entities,” such phrases will be understood to include Pecten), the Underwriter that:
