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:
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:
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. (a) The Registration Statement, including the Prospectus, with respect to the Interests has been (i) prepared by the Partnership in conformity with the requirements of the Act and the rules and regulations of the SEC promulgated thereunder, (ii) declared effective under the Act and (iii) filed with the SEC under the Act. Copies of the Registration Statement and each amendment heretofore filed or proposed to be filed (and of each related preliminary prospectus) have been delivered to you.
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 represents, warrants and covenants as of the date this Agreement is executed as follows:
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 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):
Representations, Warranties and Covenants of the Partnership. (a) A registration statement, including a form of the prospectus and one or more amendments thereto with respect to the Units has been (i) prepared by the Partnership in conformity with the requirements of the Act and the rules and regulations (the "Rules and Regulations") of the Commission thereunder and (ii) filed with the Commission under the Act. Copies of the registration statement and each amendment heretofore filed or proposed to be filed (and of each related preliminary prospectus) have been delivered to you. The registration statement and the prospectus, as amended at the time the registration statement becomes effective (the "Effective Date"), are herein respectively called the "Registration Statement" and "Prospectus," except that if the prospectus first filed by the Partnership pursuant to Rule 424(b) under the Act shall differ from the Prospectus, the term "Prospectus" shall also include the Prospectus filed pursuant to Rule 424(b).
Representations, Warranties and Covenants of the Partnership. The Partnership represents and warrants to Holder as follows:
