Common use of Status of Partners Clause in Contracts

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 whole or in part to a Person that would not satisfy the foregoing and the requirements of this Agreement governing transfer of Units.

Status of Partners. (a) The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partnerthat: (i) the General Partner is a corporation incorporated under the laws of the Province of Ontario and is validly subsisting under such laws; (ii) the General Partner 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) the General Partner is not a non-resident of Canada for the purposes of the Income Tax Act, or a non-Canadian for the purposes of the Investment Canada Act (Canada); (iv) the General Partner 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 PartnershipWillow LP; (v) the General Partner holds and shall will maintain the registrations necessary for the conduct of its business business, and has and shall will continue to have all licenses and permits necessary to carry on its business as the General Partner of the Partnership Willow LP in all jurisdictions where the activities of the Partnership Willow LP require such licensing or other form of registration of the General Partner; (vi) this Agreement constitutes a legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and (vivii) will devote as much time as Willow LP is reasonably necessary for a limited partnership duly formed under the conduct and prudent management laws of the business and affairs Province of the PartnershipOntario. (b) By subscribing for Units, each Subscriber as such, and as a Each 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, warrants covenants and agrees with each other the General Partner that such Limited Partner, at the time of admission to the Partnership whether by subscription, transfer, pledge, hypothecation, or otherwisethat: (i) the Limited Partner is a Person who is resident in Canada for the purposes of the Income Tax Act and not a “non-resident” for the purposes of the Income Tax Act or a “non-Canadian” under the Investment Canada Act; (ii) the Limited Partner is not a partnership or a partner, other than a “Canadian partnership” as defined in section 102 of the Income Tax Act; (iii) an interest in such Limited Partner is not a “tax shelter investment” for purposes of the Income Tax Act, and that such Partner is not acquiring Units as a “tax shelter investment” for purposes of the Income Tax Act; (iv) such Limited Partner is not a “financial institution” within the meaning of the Income Tax Act and such Limited Partner will continue not to be a financial institution during such time as Units are held by such Limited Partner; (v) the Limited Partner’s acquisition of Units has and will have not been financed with borrowings for which recourse is, or is deemed to be, limited within the meaning of the Income Tax Act; (vi) such Limited Partner has the capacity and competencecompetence and, 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 (ivvii) such Limited Partner will not knowingly transfercontinue to comply with these representations, pledge warranties and covenants during the time that Units are held by such Limited Partner. (c) If at any time after the date hereof a representation, warranty and declaration set out in Section 3.1(b) or hypothecate his Section 3.1(c) is no longer correct in respect of any Limited Partner, on the day immediately preceding the date on which such representation becomes incorrect the Limited Partner shall be deemed to have tendered to the General Partner for the account of Willow LP, and the General Partner shall be deemed to have accepted the tender of, all the Limited Partner’s Units in whole or in part to a Person that would not satisfy the foregoing accordance with Section 7.3 and the requirements redemption request will be deemed to have been given on the date the General Partner becomes aware of this Agreement governing transfer of Unitssuch change in the Limited Partner’s status pursuant to paragraph (b) above.

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 Canada and is validly subsisting under such laws; (ii) has is not a “non-resident” of Canada for the purposes of the Tax Act, is not a Person an interest in which would be a “tax shelter investment” as defined in the Tax Act, and shall ensure that its status as indicated in this subsection (ii) shall not be modified; (iii) has, and shall maintain, the capacity and corporate authority to act as a general partner and to perform its obligations under this AgreementAgreement and the Act, 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 honestly and in utmost fairness and good faith toward the Limited Partners in a manner which it believes to be in the business best interests of the Partnership, and will exercise the care, diligence and skill of a prudent and qualified administrator, subject to the provisions of this Agreement; (v) holds and shall maintain the registrations necessary for the conduct of its business and has and shall continue to have all licenses 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; 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 Each of the transfer, pledge or hypothecation, Limited Partners 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 authorityauthority (corporate, trust or otherwise) to enter into this Agreement; (ii) or any beneficial owner of Units registered in the Limited Partner’s name is not a "“non-resident" ” of Canada within for the meaning purposes of the Income Tax Act (Canada) Act, is not a Person an interest in which would be a “tax shelter investment” as defined in the Tax Act, and, if a partnership, is a "“Canadian partnership" for ” within the purposes meaning 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 StatesAct; (iii) the investment by the Limited Partner in the Partnership is not a Person an interest in which is a "“tax shelter investment" for ” as defined in the purposes of the Income Tax Act (Canada)Act; and (iv) will shall ensure that its status as indicated above shall not knowingly transfer, pledge or hypothecate his Units in whole or in part to a Person that would not satisfy the foregoing and the requirements of this Agreement governing transfer of Unitsbe modified.

Status of Partners. (a) The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partnerthat: (i) the General Partner is a corporation incorporated under the laws of the Province of Ontario Canada and is validly subsisting under such laws; (ii) the General Partner 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) the General Partner is not a non-resident of Canada for the purposes of the Income Tax Act, or a non-Canadian for the purposes of the Investment Canada Act (Canada); (iv) the General Partner 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) the General Partner holds and shall will maintain the registrations necessary for the conduct of its business business, and has and shall will 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; (vi) this Agreement constitutes a legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and (vivii) will devote as much time as the Partnership is reasonably necessary for a limited partnership duly formed under the conduct and prudent management laws of the business and affairs Province of the PartnershipOntario. (b) By subscribing Each Limited Partner represents, warrants and declares that it is a Person who is resident in Canada for Unitsthe purposes of the Income Tax Act, each Subscriber or if such Person is a partnership, is a “Canadian partnership” as suchdefined in section 102 of the Income Tax Act. (c) Each Limited Partner represents, warrants and declares that an interest in such Partner is not a “tax shelter investment” for purposes of the Income Tax Act, and that such Partner is not acquiring Units as a Limited Partner upon acceptance of such Subscriber’s subscription, and each transferee, pledgee or hypothicee of Units upon completion “tax shelter investment” for purposes of the transfer, pledge or hypothecation, severally Income Tax Act. (d) Each of the Limited Partners 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) Partner has and will have the capacity and competencecompetence and, and if a corporation, the necessary corporate authority, to enter into this Agreement;. (iie) If at any time after the date hereof a representation, warranty and declaration set out in Section 3.1(b) or Section 3.1(c) is not a "non-resident" no longer correct in respect of Canada within any Limited Partner, on the meaning of day immediately preceding the Income Tax Act (Canada) and, if a partnership, is a "Canadian partnership" for date on which such representation becomes incorrect the purposes of Limited Partner shall be deemed to have tendered to 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 General Partner for the account or benefit of or for resale the Partnership, and the General Partner shall be deemed to have accepted the tender of, all the Limited Partner’s Units in accordance with Section 7.2 and the redemption request will be deemed to have been given on the date the General Partner becomes aware of such a U.S. person or any Person change in the United States; Limited Partner’s status pursuant to paragraph (iiib) 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 whole or in part to a Person that would not satisfy the foregoing and the requirements of this Agreement governing transfer of Unitsabove.

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 capacityand competence, and if a corporation, the necessary corporate necessarycorporate 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 whole or in part to a Person that would not satisfy the foregoing and the requirements of this Agreement governing transfer of Units.

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 Canada and is validly subsisting under such laws; (ii) is not a “non-resident” of Canada for the purposes of the Tax Act; (iii) has the capacity and corporate authority to act as a 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: (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 in a manner which it believes to be in, or not opposed to, the Limited Partners in the business best interests of the Partnership, subject to the provisions of this Agreement; (v) holds will hold and shall maintain the registrations necessary for the conduct of its business and has and shall continue to have all licenses licences and permits necessary to carry on its business as the General Partner 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; and (vii) for so long as it is the general partner of the Partnership, it will not carry on any business other than that of general partner 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 Each of the transfer, pledge or hypothecation, Limited Partners 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 competencecompetence and, and if a corporation, the necessary corporate authority, to enter into this Agreement; (ii) is not a "“non-resident" ” of Canada within for the meaning purposes 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;Tax Act; and (iii) is shall 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 transfertransfer its Units, pledge or hypothecate his Units in whole or in part to a Person that would who is not satisfy the foregoing able to make these representations, warranties and the requirements of this Agreement governing transfer of Unitscovenants.