REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. As of October 1, 2007 and until the dissolution of this Partnership, each Partner hereby represents and warrants to the other Partners as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. 36 14.1 Representations, Warranties and Covenants of the General Partner. 36 14.2 Representations, Warranties and Covenants of Limited Partners 38 14.3 Sale of Units of “Non-Residents” 38 14.4 Term of Representations 39 ARTICLE 15 - PARTNERSHIP MEETINGS 39 15.1 Meetings. 39 15.2 Notice. 39 15.3 Place of Meetings 39 15.4 Record Dates. 39 15.5 Chair. 40 15.6 Quorum 40 15.7 Voting Rights. 40 15.8 Special Resolutions 41 15.9 Minutes of Meetings. 41 15.10 Effect of Resolutions. 42 15.11 Non-Prescribed Rules. 42 ARTICLE 16 - AMENDMENT 42 16.1 Requirements for Amendments. 42 16.2 Amendments Benefiting Limited Partners 42 16.3 Notice of Amendment. 42 ARTICLE 17 - NOTICES 43 17.1 Notices. 43 ARTICLE 18 - CHANGE OF GENERAL PARTNER 43 18.1 Removal or Resignation of General Partner. 43 18.2 Resignation. 44 18.3 Removal of General Partner. 44 18.4 Amounts to be Paid. 44 18.5 Successor General Partner. 44 18.6 Release. 45 18.7 Non-Termination of Partnership. 45
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. Each Partner hereby acknowledges, represents and warrants to, and covenants and agrees with the Partnership and FMP (in each case on such Partner's behalf, and not on the part of the other Partner) that (and each representation and warranty set forth below shall be deemed remade as of the Closing Date):
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. 11.1 Representations, Warranties and Covenants of the General Partner 40 11.2 Representations, Warranties and Covenants of Initial Limited Partner 41 11.3 Representations, Warranties and Covenants of Limited Partners 41 11.4 Term of Representations 42 12.1 Meetings 43 12.2 Notice 43 12.3 Place of Meetings 43 12.4 Record Dates 43 12.5 Chair 44 12.6 Quorum 44 12.7 Voting Rights 44 12.8 Extraordinary Resolutions 45 12.9 Class Approval Rights 46 12.10 Minutes of Meetings 46 12.11 Binding Effect of Resolutions 47 12.12 Resolutions 47 12.13 Non-Prescribed Rules 47
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. Each Partner represents and warrants to and covenants with the Partnership and each other Partner that such Partner:
(a) is a duly incorporated body corporate and that so long as it is a Partner of the Partnership it shall maintain its corporate existence;
(b) has and shall continue to have the appropriate capacity to act as a Partner and to perform its obligations under this Agreement and that such obligations do not and shall not conflict with or constitute a default under its constating documents or any agreement by which it is bound;
(c) shall act with the utmost fairness and good faith towards the other Partners in the business of the Partnership;
(d) it is and shall continue to be a resident of Canada for the purposes of the Income Tax Act;
(e) it is not and shall not become a “non-Canadian” within the meaning of the Investment Canada Act (Canada); and
(f) it shall not assign its Units to any Person that is unable to make the representations and warranties provided in this Section 9.2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. The --------------------------------------------------------- Partners shall have materially performed each and every agreement to be performed by the Partners hereunder and Buyer shall have approved, pursuant to the Partners' Certificate (hereinafter defined), any material changes in the truth and accuracy of the Partners' warranties and representations.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. 30 16.1 Representations, Warranties and Covenants of the General Partner 30 16.2 Representations, Warranties and Covenants of Limited Partners 30 16.3 Residency and Tax Status of Limited Partners 31 16.4 Survival of Representations and Warranties 32 16.5 Tax Status of Limited Partners 32 16.6 Indemnification by Limited Partners 32 ARTICLE 17 PARTNERSHIP MEETINGS 32 17.1 Request for Meeting 32 17.2 Notice of Meeting 32 17.3 Chairman 32 17.4 Quorum 33 17.5 Voting 33 17.6 Proxies 33 17.7 Validity of Proxy Vote 33 17.8 Minutes of Meeting 33 17.9 Resolutions Binding 34 17.10 Electronic Communications 34 ARTICLE 18 AMENDMENT 34 18.1 Amendment 34 18.2 Amendment by General Partner 34 18.3 Notice of Amendment 35 ARTICLE 19 CHANGE OF GENERAL PARTNER 35 19.1 Removal of General Partner 35 19.2 Admission of New General Partner 36 19.3 Indemnification of Former General Partner 36 ARTICLE 20 POWER OF ATTORNEY 36 20.1 Power of Attorney of General Partner 36 20.2 Binding of Limited Partners 37 20.3 Power of Attorney Irrevocable 37 20.4 Execution of Documents on Behalf of Limited Partner 38 20.5 Compliance by Limited Partners 38 ARTICLE 21 MISCELLANEOUS 38 21.1 Rights of Set-Off 38 21.2 Notices 38 21.3 Governing Law 38 21.4 Entire Agreement 39 21.5 Enforceability and Assignment 39 21.6 Remedies 39 21.7 Time of Essence 39 21.8 Termination 39 21.9 Legal Counsel 39 21.10 Firm Name 39 21.11 Waiver of Jury Trial 40 21.12 No Third Party Beneficiaries 40 21.13 Counterparts 40 (hereinafter referred to as the “General Partner”) -and- (hereinafter referred to as the “Initial Limited Partner”) -and- (hereinafter individually referred to as a “Limited Partner” and collectively referred to as the “Limited Partners”).
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. Each Limited Partner, if an individual, represents upon becoming a Limited Partner that he or she (a) is 21 years of age or over and a United States citizen; (b) is either (i) an accredited investor (as defined in Rule 501 of Regulation D of the federal Securities and Exchange Commission under the Securities Act of 1933, as amended) or (ii) alone or with purchaser Representative(s) (as defined in Rule 501 of Regulation D of the federal Securities and Exchange Commission under the Securities Act of 1933, as amended) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of investing in the Partnership; (c) is the sole party in interest in his or her Interest under this Agreement and as such is vested with all legal and equitable rights in such Interest; (d) is making this purchase solely for his or her own account without any present intention or agreement of assigning, selling, or transferring any portion to any other person; and (e) can bear the economic risk of investment in the Partnership (including the possible loss of the entire amount) without impairing the ability to provide for himself or herself and his or her family and that he or she understands that he or she must continue to bear the economic risk of the investment for an indefinite period of time. Each Limited Partner, if a partnership, trust, or corporation, represents upon becoming a Limited Partner that it or its controlling persons are authorized and duly qualified to invest in Interests in the Partnership and makes the same representations set forth in (a), (b), (c), and (d) above and that its becoming a Limited Partner would not result in the transactions contemplated hereunder being prohibited transactions under the Internal Revenue Code.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS. 12.1 The General Partner hereby represents and warrants to the Limited Partners that:
(a) it is a body corporate, duly incorporated under the laws of Alberta and it is and shall continue to be validly subsisting under the laws of that province and under the laws of any jurisdiction where it carries on business;
(b) it has and shall continue to have the capacity to 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;
(c) it shall exercise the powers conferred to it hereunder in pursuance of the business of the Partnership;
(d) it holds and shall maintain the registrations necessary for the conduct of its business and it has and shall continue to have the licenses and permits necessary to exploit the business of the Partnership in all jurisdictions where the activities of the Partnership require such licensing or other form of registration; and
(e) it will devote to the conduct of the affairs of the Partnership such time as may be reasonably required for the proper management of the affairs of the Partnership.
12.2 Each Limited Partner represents and warrants to the General Partner and all other Limited Partners that he has the capacity to enter into this Partnership Agreement.
12.3 The representations and warranties contained in this Article XII shall remain valid after the execution of this Agreement and each party shall be required to ensure that each representation and warranty made pursuant to the above provisions remains true so long as such party remains as Partner.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS
