Status of Partners. The General Partner represents, warrants, covenants and agrees with each Limited Partner that it:
(a) is a corporation incorporated under the Laws of British Columbia and is validly subsisting under those Laws;
(b) has the capacity and corporate authority to act as a general partner and to perform its obligations under this Agreement, and those obligations do not conflict with nor do they result in a breach of any of its constating documents, by-laws or any agreement by which it is bound;
(c) will act in good faith toward the Limited Partners in carrying out its obligations under this Agreement;
(d) 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 that licensing or other form of registration of the General Partner; and
(e) will devote as much time as is reasonably necessary for the conduct and prudent management of the business and affairs of the Partnership.
Status of Partners. (a) The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partner:
(i) is a corporation incorporated under the laws of the Province of Ontario and is validly subsisting under such laws;
(ii) has the capacity and corporate authority to act as a general partner and to perform its obligations under this Agreement, and such obligations do not conflict with nor do they result in a breach of any of its constating documents, by-laws or any agreement by which it is bound:
(iii) will not, nor will any Affiliate or Associate of the General Partner, borrow money from the Partnership;
(iv) will act in utmost fairness and good faith toward the Limited Partners in the business of the Partnership;
(v) holds and shall maintain the registrations necessary for the conduct of its business and has and shall continue to have all licenses 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; and
(vi) will devote as much time as is reasonably necessary for the conduct and prudent management of the business and affairs of the Partnership.
(b) By subscribing for Units, each Subscriber as such, and as a Limited Partner upon acceptance of such Subscriber’s subscription, and each transferee, pledgee or hypothicee of Units upon completion of the transfer, pledge or hypothecation, severally represents, warrants, covenants and agrees with each other Partner that such Limited Partner, at the time of admission to the Partnership whether by subscription, transfer, pledge, hypothecation, or otherwise:
(i) has and will have the capacity and competence, and if a corporation, the necessary corporate authority, to enter into this Agreement;
(ii) is not a "non-resident" of Canada within the meaning of the Income Tax Act (Canada) and, if a partnership, is a "Canadian partnership" for the purposes of the Income Tax Act (Canada), and is neither a "U.S. person" as defined in Rule 902(o) of Regulation S promulgated under the U.S. Securities Act of 1933, as amended nor purchasing Units for the account or benefit of or for resale to such a U.S. person or any Person in the United States;
(iii) is not a Person an interest in which is a "tax shelter investment" for the purposes of the Income Tax Act (Canada); and
(iv) will not knowingly transfer, pledge or hypothecate his Units in who...
Status of Partners. (a) The Partnership GP represents, warrants, covenants and agrees with each Limited Partner that the Partnership GP:
(i) is a corporation incorporated under the laws of Canada and is validly subsisting under such laws;
(ii) 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;
(iii) will hold and shall maintain the registrations necessary for the conduct of its business as the general partner of the Partnership and has and shall 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 Partnership GP;
(iv) will devote as much time as is reasonably necessary for the conduct and prudent management of the business and affairs of the Partnership; and
(v) is, and will continue at all times to be, a resident of Canada for the purposes of the Tax Act.
(b) Each of the Limited Partners severally represents, warrants, covenants and agrees with each other Partner that such Limited Partner has the capacity and competence and, if a corporation, the necessary corporate authority, to enter into this Agreement.
Status of Partners. Upon the Effective Date the Partners shall constitute all of the partners of the Partnership.
Status of Partners. (1) The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partner:
(a) is a corporation incorporated under the laws of the Province of Ontario and is validly subsisting under such laws;
(b) is not a person an interest in which is a “tax shelter investment” for the purposes of the Tax Act;
(c) is not a “financial institution” for the purposes of the “mark-to-market” rules in section 142.5 of the Tax Act;
(d) is not a “non-resident” for the purposes of the Tax Act;
(e) has the capacity and corporate authority to act as the general partner of the Partnership and to perform its obligations under this Agreement, and such obligations do not conflict with nor do they result in a breach of any of its constating documents, by-laws or any agreement by which it is bound; and
(f) will hold and shall maintain the registrations necessary for the conduct of its business and has and shall 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.
(2) Each Limited Partner represents, warrants, covenants and agrees that he, she, or it shall, at the request of the General Partner, provide such information and accurately complete and execute any and all documents, opinions, instruments, waivers and certificates as the General Partner may reasonably require in order to establish: (i) the residence of the Limited Partner for tax purposes; (ii) the entitlement of the Limited Partner to claim the benefit afforded by a tax treaty; (iii) the characterization of the Limited Partner for the purposes of the U.S. Foreign Accounts Tax Compliance Act and the applicable Common Reporting Standard, including the relevant provisions of the Tax Act; and/or (iv) whether any withholding may be required or an exemption therefrom, including in connection with any tax filings, and any and all other documents as the General Partner determines are necessary or appropriate in order for the Partnership to comply with applicable United States or non-United States laws, including tax laws (including all aspects of any tax information sharing regime), including both currently applicable and any future laws that may be enacted, to reduce any United States or non-United States tax that may be directly or indirectly imposed on the Partnership, the StepStone Caym...
Status of Partners. Notwithstanding anything to the contrary contained in Section 15642(c) of the Act, no Partner shall cease to be a partner of the Partnership upon the happening of any of the following events (each such event referred to as “Bankruptcy”):
(1) such Partner makes an assignment for the benefit of creditors;
(2) such Partner files a voluntary petition in bankruptcy;
(3) such Partner is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding;
(4) such Partner files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulations;
(5) such Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of the nature described in the preceding paragraphs;
(6) such Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Partner or of all or any substantial part of its properties; or
(7) (i) after 120 days after the commencement of any proceeding against such Partner seeking the reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, (ii) if within 90 days after the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such Partner or of all or any substantial part of its properties, the appointment is not vacated or stayed, or (iii) within 90 days after the expiration of any such stay, the appointment is not vacated.
Status of Partners. (a) The General Partner represents and warrants to and covenants with each Limited Partner that the General Partner:
(i) is a body corporate, duly incorporated under the laws of the Province of British Columbia, and that so long as it is the General Partner of the Partnership it shall maintain its corporate existence;
(ii) has and shall continue to have the appropriate capacity to act as the General 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 Memorandum or Articles or any agreement by which it is bound; and
(iii) shall act with fairness and good faith towards the Limited Partners and in the discharge of its duties in the management of the business of the Partnership.
(b) Each Limited Partner represents and warrants to and covenants and agrees with each other Partner that such Limited Partner has and shall have the capacity and competence, and if a corporation, the necessary corporate capacity, to enter into this Agreement.
Status of Partners. Each of the Partners severally represents, warrants, covenants and agrees with the Partnership and each other Partner that such Partner:
(a) is a corporation duly organized, incorporated or recognized under the laws of the jurisdiction of its organization, incorporation or recognition and is validly subsisting;
(b) has and shall maintain the capacity and corporate authority necessary to be a Partner of the Partnership and to perform its obligations under this Agreement, and such obligations do not and will not conflict with or result in a breach of any of its constating documents, by-laws or any agreement by which or to which it or any of its property is or may become bound or subject;
(c) is not relying upon, and no other Person has made to such Partner, any statement, representation or warranty whatever as to the deductibility by such Partner or by the Partnership of any costs, outlays or expenses made or incurred by such Partner or by the Partnership in computing the income or taxable income of such Partner or the Partnership for purposes of the INCOME TAX ACT (Canada) or the income tax legislation of any province, territory or other jurisdiction whatever;
(d) is not and shall not become a "non-resident" of Canada as such term is construed for purposes of the INCOME TAX ACT (Canada); and
(e) shall not transfer its Partnership Interest in whole or in part in a manner not permitted by this Agreement.
Status of Partners. 7 2.8 Survival of Representations, Warranties and Covenants .........................................8 2.9 Limitation on Authority of Limited Partners ...........................................................8 2.10
Status of Partners
