Representations, Warranties and Covenants of the Partnership the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof:
1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms.
1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.
1.3 Each of the representations and warranties contained in the Partnership ...
Representations, Warranties and Covenants of the Partnership. The Partnership and the General Partner, jointly and severally, represent and warrant to, and agree with, the Selling Agent as follows:
(a) The Partnership has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement and amendments thereto, on Form S-l (File No. 333- ), relating to the offer of sale of the Units under the Securities Act of 1933, as amended (the “Securities Act”), including the related preliminary prospectus. Such registration statement, as amended, at the time it becomes effective, and the final prospectus included therein, are herein respectively called the “Registration Statement” and the “Prospectus.”
(b) At the time the Registration Statement becomes effective and during the period of the offering Units, the Registration Statement and the Prospectus, and all amendments or supplements thereto, will comply in all material respects to the requirements of the Securities Act and the rules and regulations promulgated thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that neither the Partnership nor the General Partner makes any representation or warranty as to statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership or the General Partner, as the case may be, by the Selling Agent expressly for use therein.
(c) The SEC has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus nor are proceedings for that purpose pending, threatened, or, to the knowledge of the Partner and the General Partner, contemplated by the SEC.
(d) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as described in the Prospectus. The Partnership is duly qualified to do business and is in good standing as a limited partnership the laws of any jurisdiction in which its ownership of property or conduct of business requires it be so qualified.
(e) The General Partner is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to act as general partner of the Partnership and to con...
Representations, Warranties and Covenants of the Partnership. 11.1 The Partnership represents, warrants and covenants to the Underwriters that:
Representations, Warranties and Covenants of the Partnership the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof:
1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms.
Representations, Warranties and Covenants of the Partnership. Upon effective acceptance of the Subscriber’s investment commitment under this Agreement, the General Partner acknowledges, represents and warrants as follows: ‐ the Partnership is a Luxembourg société en commandite spéciale (special limited partnership). The Partnership is validly existing under the laws of Luxembourg with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and thereof, to carry out its duties and functions as set out in the offering memorandum and to consummate the transactions contemplated hereby and thereby; ‐ the Partnership is not subject to: o any bankruptcy, insolvency, reorganization, receivership, liquidation, administration or such other proceedings nor any proceeding relating to money laundering, or o any action, proceeding, claim, investigation or allegation of fraud, misrepresentation or violation of any securities law, rule or regulation; ‐ the execution and performance of this Agreement and the offering memorandum have been duly authorized by all necessary corporate actions; ‐ this Agreement constitutes legal, valid and binding obligations of the General Partner acting on behalf of the Partnership, enforceable in accordance with their terms (except to the extent enforceability may be limited by bankruptcy, moratorium and similar laws affecting creditors’ rights generally); ‐ this Agreement does not, and the performance of the terms thereof will not, contravene any provision of existing law or regulations, the articles of association of the General Partner or the Limited Partnership Agreement; and ‐ this Agreement does not require the consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the part of the Partnership or the General Partner.
Representations, Warranties and Covenants of the Partnership. The Partnership hereby acknowledges, represents and warrants to, and covenants and agrees with, Contributing Member that:
Representations, Warranties and Covenants of the Partnership. The Partnership represents and warrants to Holder as follows:
Representations, Warranties and Covenants of the Partnership the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof:
1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of
Representations, Warranties and Covenants of the Partnership. The ------------------------------------------------------------ Partnership represents and warrants to the Contributors, as follows:
Representations, Warranties and Covenants of the Partnership. The Partnership hereby acknowledges, represents and warrants to, and covenants and agrees with, FEA that (and each representation and warranty set forth below shall be deemed remade as of the Closing Date):
