Representations, Warranties and Covenants of the General Partner. (a) The General Partner hereby represents, warrants and covenants to the other Partners that:
(i) The Partnership is a limited partnership duly formed, validly existing and in good standing under the Act, and has the partnership power and authority to own its properties and carry on its business as described in this Agreement. The General Partner is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, as applicable, and has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(ii) Each of the Partnership and the General Partner is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability to perform its obligations under this Agreement.
(iii) This Agreement has been duly executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by one or more Limited Partners, is a valid and legally binding obligation of the General Partner, enforceable against it in accordance with its terms. The representations set forth in this paragraph are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(iv) It is not required in connection with the offer, issuance, sale or delivery to the Limited Partners of the Interests to register the Interests under the Securities Act, or to qualify, or register the Interests under any applicable state securities laws other than through ordinary course “blue sky” filings.
(v) The Partnership is not required to register as an “investment company” under the 1940 Act.
(vi) For United States federal income tax purposes, subject to a change in applicable law, the Partnership will be treated as a partnership and not as an association taxable as a corporation within the meaning of the Code.
(vii) The Interests acquired by the Limited Partners pursuant to this Agreement represent duly and validly issued Interests in the ...
Representations, Warranties and Covenants of the General Partner. The General Partner hereby represents, warrants and covenants to the Limited Partner that:
(a) it is a corporation duly incorporated under the Law of the Province of Ontario, and it is, and shall continue to be, existing and in good standing under the said Law and under the Law of any jurisdiction where it carries on its activities;
(b) this Agreement has been duly authorized, executed and delivered by the General Partner and constitutes a legal, valid and binding obligation of the General Partner enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and general principles of equity;
(c) it has and will continue to have the capacity and corporate power and authority to act as the General Partner and to perform its obligations hereunder and such obligations do not and will not conflict with nor constitute a default under: (i) its constating or organizational documents, by-laws or resolutions; (ii) any agreement by which it is bound; (iii) any Law; or (iv) any judgment, order or award that is binding on it or its property or assets;
(d) as of the Execution Date, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, provincial, state, municipal, local or foreign) in progress, pending or, to the knowledge of the General Partner, threatened against the Limited Partnership or the General Partner or any of their properties, assets or businesses and, to the knowledge of the General Partner, there is no reasonable basis for any such action, suit, arbitration, investigation, inquiry or proceeding that, in each case, may reasonably be expected to have a material adverse effect on the Limited Partnership or the General Partner;
(e) as of the Execution Date, neither the General Partner nor any of its directors and officers has been the subject of any legal action, suit, arbitration or governmental investigation that resulted in a finding of fraud, breach of fiduciary duty or violation of applicable securities laws;
(f) it will exercise the powers conferred upon it hereunder in pursuance of the Purpose and activities of the Limited Partnership;
(g) it will carry out such investigations and obtain such assurances as a prudent administrator would deem necessary or appropriate prior to entering into any transaction;
(h) it will devote such time and attention to t...
Representations, Warranties and Covenants of the General Partner. (1) The General Partner represents, warrants, covenants and agrees with each Limited Partner that:
(a) it is and will continue to be a corporation incorporated and organized and validly subsisting under the laws of the Province of Alberta or any other province or territory of Canada;
(b) it is and will continue to be an Affiliate of KML;
(c) it holds and will maintain the registrations necessary for the conduct of its business and has and will continue to have all licences and permits necessary to carry on its business as the general partner of the Partnership in all jurisdictions where the activities of the Partnership require such licensing or other form of registration of the General Partner;
(d) it has and will continue to have all necessary capacity and corporate authority to act as the general partner of the Partnership and to perform its obligations under this Agreement, and that such obligations do not and will not conflict with or breach its articles of incorporation or by-laws;
(e) this Agreement constitutes a valid and binding obligation of the General Partner, enforceable against it in accordance with the terms of this Agreement;
(f) it is resident in Canada for purposes of the Income Tax Act;
(g) it will act in good faith in a manner which it believes to be in, or not opposed to, the best interests of the Partnership, subject to the provisions of this Agreement;
(h) it will devote to the conduct of the business and affairs of the Partnership such time as may be reasonably required for the proper management of the business and affairs of the Partnership;
(i) it will, in the conduct of the business and affairs of the Partnership, act in the best interests of the Partnership and, in particular, will diligently enforce the rights of the Partnership pursuant to the terms and provisions of any instrument or document on behalf of and in the name of the Partnership from time to time as may be reasonably determined by the General Partner to be in the best interests of the Partnership; and
(j) it will do all things and take all actions as may be necessary to ensure and protect, to the extent reasonably possible, the limited liability of the Limited Partners.
(2) The representations, warranties and covenants contained in this Section 2.7 will survive the execution and delivery of this Agreement, and the General Partner will be obliged to ensure the continuing accuracy of each representation and warranty made by it throughout the continuation of the Partn...
Representations, Warranties and Covenants of the General Partner. 10.1 The General Partner hereby represents and warrants to the Limited Partners that:
(a) The Partnership is a limited partnership formed in accordance with and validly existing under the Act and the other applicable laws of the State of Wisconsin;
(b) The interests in the Partnership of the Limited Partners will have been duly authorized or created and validly issued and the Limited Partners shall have no personal liability to contribute money to the Partnership other than the amounts agreed to be contributed by them in the manner and on the terms set forth in this Agreement, subject, however, to such limitations as may be imposed under the Act;
(c) No material breach or default adverse to the Partnership exists under the terms of any other material agreement affecting the Partnership; and
(d) The General Partner is a New Jersey corporation formed and existing under the laws of the State of New Jersey.
10.2 The General Partner hereby covenants to the Limited Partners that:
(a) It will at all times act in a fiduciary manner with respect to the Partnership and the Limited Partners;
(b) Except as provided in Article 19, it will serve as the General Partner of the Partnership until the Partnership is terminated without reconstitution; and
(c) It will cause the Partnership to carry adequate public liability, property damage and other insurance as is customary in the business to be engaged in by the Partnership.
Representations, Warranties and Covenants of the General Partner. The General Partner represents, warrants and covenants that the General Partner:
(a) is a corporation validly incorporated and subsisting under the laws of the Province of Alberta; and
(b) has the capacity and authority to act as general partner and to perform its obligations under this agreement, and such obligations do not and will not conflict with or breach its constating documents, or any agreement by which it is bound.
Representations, Warranties and Covenants of the General Partner. (a) The General Partner hereby represents and warrants to the Limited Partners that:
(i) the General Partner is a corporation duly incorporated, organized and subsisting under the CBCA with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the General Partner is subject;
(ii) the General Partner has good and sufficient power, authority and right to enter into and deliver this Agreement and act as the General Partner and its obligations herein do not conflict with or constitute a default under its articles of incorporation, its by-laws or any agreement by which it is bound or laws to which it is subject;
(iii) this Agreement constitutes a valid and legally binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;
(iv) the Partnership does not, and will not at the Closing Date, have any assets or liabilities other than those contemplated by the Prospectus and this Agreement; and
(v) the General Partner is not and will not be a “non-resident” of Canada for the purposes of the Tax Act.
(b) The General Partner hereby covenants that:
Representations, Warranties and Covenants of the General Partner. 4.01 Representations, Warranties and Covenants Relating to the Apartment Development and the Partnership.......
Representations, Warranties and Covenants of the General Partner. 10.1 The General Partner hereby represents and warrants to the Limited Partners that:
(a) The Partnership is a limited partnership formed in accordance with and validly existing under the Act and the other applicable laws of the State of Hawaii;
(b) The interests in the Partnership of the Limited Partners will have been duly authorized or created and validly issued and the Limited Partners shall have no personal liability to contribute money to the Partnership other than the amounts agreed to be contributed by them in the manner and on the terms set forth in this Agreement, subject, however, to such limitations as may be imposed under the Act;
(c) No material breach or default adverse to the Partnership exists under the terms of any other material agreement affecting the Partnership;
(d) No material claim or litigation is pending or, to the knowledge and belief of the General Partner, is threatened against the General Partner or the Partnership in any court, commission, administrative body or other authority, which could materially adversely affect the Partnership, or the ability of the General Partner to perform any of its obligations contemplated by this Agreement, except as may be fully covered by liability insurance; and
(e) The General Partner is a North Carolina corporation formed and existing under the laws of the State of North Carolina.
10.2 The General Partner hereby covenants to the Limited Partners that:
(a) It will at all times act in a fiduciary manner with respect to the Partnership, the LithostarTM Mobile System and the Limited Partners;
(b) Except as provided in Article 19, it will serve as the General Partner of the Partnership until the Partnership is terminated without reconstitution;
(c) It will cause the Partnership to carry adequate public liability, property damage and other insurance as is customary in the business to be engaged in by the Partnership; and
(d) It will use its best efforts to assure that it meets all net worth requirements which, in the opinion of counsel for the Partnership, may, from time to time, be necessary to assure that the Partnership is classified as a partnership for Federal income tax purposes.
Representations, Warranties and Covenants of the General Partner. 9.1 The General Partner hereby represents and warrants to the Limited Partners that:
(a) The Partnership is a limited partnership formed in accordance with and validly existing under the Act and the other applicable laws of the State of Texas;
(b) The interests in the Partnership of the Limited Partners will have been duly authorized or created and validly issued and the Limited Partners shall have no personal liability to contribute money to the Partnership other than the amounts agreed to be contributed by them in the manner and on the terms set forth in this Agreement, subject, however, to such limitations as may be imposed under the Act;
(c) No material breach or default adverse to the Partnership exists under the terms of any other material agreement affecting the Partnership; and
(d) The General Partner is a North Carolina corporation formed and existing under the laws of the State of North Carolina.
9.2 The General Partner hereby covenants to the Limited Partners that:
(a) It will at all times act in a fiduciary manner with respect to the Partnership and the Limited Partners;
(b) Except as provided in Article 18, it will serve as the General Partner of the Partnership until the Partnership is terminated without reconstitution; and
(c) It will cause the Partnership to carry adequate public liability, property damage and other insurance as is customary in the business to be engaged in by the Partnership.
Representations, Warranties and Covenants of the General Partner. The General Partner hereby makes the following representations and warranties to, and covenants with, the Limited Partner, with full knowledge that the Limited Partner is acting in reliance thereon in executing this Agreement and entering into and carrying on a limited partnership with the General Partner pursuant hereto:
