Common use of Status of Partners Clause in Contracts

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.

Appears in 2 contracts

Samples: Amended and Restated Limited Partnership Agreement, Limited Partnership Agreement

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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 will, on the Closing Date, 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.‌‌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.

Appears in 1 contract

Samples: Limited Partnership Agreement

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;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.‌‌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.Agreement.‌

Appears in 1 contract

Samples: Limited Partnership Agreement

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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.‌‌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.

Appears in 1 contract

Samples: Amended and Restated Limited Partnership Agreement

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