Common use of Representations, Warranties and Covenants of Whitco Clause in Contracts

Representations, Warranties and Covenants of Whitco. Whitco represents, ----------------------------------------------------- warrants and covenants as follows, except to the extent set forth on the schedule of exceptions in the form of Schedule A annexed hereto and made a part ---------- hereof, with such exceptions to apply solely to the representation as to which they are scheduled, except to the extent otherwise specifically cross-referenced: 2.1 Organization; Capitalization. Whitco is, and on the effective date ----------------------------- of the Security Exchange (the "Effective Date") will be, a duly organized and a validly existing limited partnership in good standing under the laws of its state of formation, and has all requisite corporate power and authority to own its properties and operate its business as presently conducted. There are issued and outstanding, and on the Effective Date there will be issued and outstanding, only the Units, all of which are, and on the Effective Date will be, duly authorized and validly issued. Other than the Option Units, there are, and on the Effective Date there will be, no outstanding rights, options or warrants to purchase any equity interest in Whitco, including but not limited to any partnership units of Whitco, and there will be no other or any other issued or outstanding securities of any nature convertible into or exercisable or exchangeable for partnership units of Whitco. The LLP Units have been issued pursuant to an appropriate exemption from the registration requirements of the Securities Act and from any applicable registration requirements of the various states. In the event any of the Option Units are exercised prior to the Effective Date, such units shall be issued pursuant to an appropriate exemption from the registration requirements of the Securities Act and from any applicable registration requirements of the various states.