Common use of THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The Partnership represents and warrants to the Trading Advisor as follows: (a) The Partnership is duly organized, validly existing and in good standing as a limited partnership under the laws of Illinois. The Partnership has full power and authority to perform its obligations under this Agreement and to conduct its business and to act as described in the Disclosure Notice. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of it enforceable in accordance with its terms. (c) The Partnership has complied and will continue to comply with all orders, rules, laws, statutes, regulations or other legal requirements applicable to it, to its business, properties, and assets, including the Act and the rules promulgated by the CFTC and the NFA, the violation of which would materially and adversely affect its ability to comply with, and perform its obligations under this Agreement, and there are no actions, suits, proceedings, or notices of investigations or investigations pending or threatened against it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory agency regarding noncompliance by it with any law, statute, rule or regulation, or at law or in equity or before or by any court, any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, or by any regulatory or self-regulatory organization, or exchange, in which an adverse decision would materially and adversely affect its ability to comply with or to perform its obligations under this Agreement or that would be required to be disclosed in the Disclosure Notice, which is not so disclosed, or would result in a material adverse change in the condition, financial or otherwise, business or prospects of the Partnership. (d) The Partnership has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. (e) Except with respect to information contained in the Disclosure Notice relating to the Trading Advisor or any other advisor, the Disclosure Notice does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading. (f) The General Partner is registered as a commodity pool operator under the Act and is a member of the NFA in such capacity and such registration and membership has not expired or been revoked, lapsed, suspended, terminated, or not renewed or limited or qualified in any respect. (g) The General Partner has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal hereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, the General Partner will promptly notify the Trading Advisor thereof.

THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The Partnership represents and warrants to the Trading Advisor as follows: (a) The Partnership is duly organized, validly existing and in good standing as a limited partnership under the laws of Illinois. The Partnership has full power and authority to perform its obligations under this Agreement and to conduct its business and to act as described in the Disclosure Notice. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of it enforceable in accordance with its terms. (c) The Partnership has complied and will continue to comply with all orders, rules, laws, statutes, regulations or other legal requirements applicable to it, to its business, properties, and assets, including the Act and the rules promulgated by the CFTC and the NFA, the violation of which would materially and adversely affect its ability to comply with, and perform its obligations under this Agreement, and there are no actions, suits, proceedings, or notices of investigations or investigations pending or threatened against it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory agency regarding noncompliance by it with any law, statute, rule or regulation, or at law or in equity or before or by any court, any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, or by any regulatory or self-regulatory organization, or exchange, in which an adverse decision would materially and adversely affect its ability to comply with or to perform its obligations under this Agreement or that would be required to be disclosed in the Disclosure Notice, which is not so disclosed, or would result in a material adverse change in the condition, financial or otherwise, business or prospects of the Partnership. (d) The Partnership has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. (e) Except with respect to information contained in the Disclosure Notice relating to the Trading Advisor or any other advisor, the Disclosure Notice does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading. (f) The General Partner is registered as a commodity pool operator under the Act and is a member of the NFA in such capacity and such registration and membership has not expired or been revoked, lapsed, suspended, terminated, or not renewed or limited or qualified in any respect. (g) The General Partner has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal hereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, the General Partner will promptly notify the Trading Advisor thereof.stated

THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The Partnership represents and warrants to the Trading Advisor as follows: (a) The Partnership is duly organized, validly existing and in good standing as a limited general partnership organized under the laws of Illinois. The Partnership has full Partnership power and authority to perform its obligations under this Agreement and to conduct its business and to act as described in the Disclosure Notice. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of it enforceable in accordance with its terms. (c) The Partnership has complied and will continue to comply with all orders, rules, laws, statutes, regulations or other legal requirements applicable to it, to its business, properties, and assets, including the Act and the rules promulgated by the CFTC and the NFA, the violation of which would materially and adversely affect its ability to comply with, and perform its obligations under this Agreement, and there are no actions, suits, proceedings, or notices of investigations or investigations pending or threatened against it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory agency regarding noncompliance by it with any law, statute, rule or regulation, or at law or in equity or before or by any court, any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, or by any regulatory or self-regulatory organization, or exchange, in which an adverse decision would materially and adversely affect its ability to comply with or to perform its obligations under this Agreement or that would be required to be disclosed in the Disclosure Notice, which is not so disclosed, or would result in a material adverse change in the condition, financial or otherwise, business or prospects of the Partnership. (d) The Partnership has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The Partnership is compliance with the CFTC Letter attached hereto as Exhibit 2. (e) Except with respect to information contained in the Disclosure Notice relating to the Trading Advisor or any other advisor, the Disclosure Notice does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading. (f) The General Partner HAMI is registered as a commodity pool operator under the Act and is a member of the NFA in such capacity and such registration and membership has not expired or been revoked, lapsed, suspended, terminated, or not renewed or limited or qualified in any respect. (g) The General Partner has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal hereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, the General Partner will promptly notify the Trading Advisor thereof.

THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The General Partner and the Partnership represents represent and warrants warrant to the Trading Advisor as follows: (a) The Partnership is duly organized, validly existing and in good standing as a limited partnership under the laws of Illinois. The Partnership has full power and authority to perform its obligations under this Agreement and to conduct its business and to act as described in the Disclosure Notice. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of it enforceable in accordance with its terms. (c) The Partnership has complied and will continue to comply with all orders, rules, laws, statutes, regulations or other legal requirements applicable to it, to its business, properties, and assets, including the Act and the rules promulgated by the CFTC and the NFA, the violation of which would materially and adversely affect its ability to comply with, and perform its obligations under this Agreement, and there are no actions, suits, proceedings, or notices of investigations or investigations pending or threatened against it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory agency regarding noncompliance by it with any law, statute, rule or regulation, or at law or in equity or before or by any court, any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, or by any regulatory or self-regulatory organization, or exchange, in which an adverse decision would materially and adversely affect its ability to comply with or to perform its obligations under this Agreement or that would be required to be disclosed in the Disclosure Notice, which is not so disclosed, or would result in a material adverse change in the condition, financial or otherwise, business or prospects of the Partnership.would (d) The Partnership has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. (e) Except with respect to information contained in the Disclosure Notice relating to the Trading Advisor or any other advisorAdvisor, the Disclosure Notice does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading. (f) The General Partner is registered as a commodity pool operator under the Act and is a member of the NFA in such capacity and such registration and membership has not expired or been revoked, lapsed, suspended, terminated, or not renewed or limited or qualified in any respect. (g) The General Partner has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal hereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, the General Partner will promptly notify the Trading Advisor thereof.

THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The Partnership represents and warrants to the Trading Advisor as follows: (a) The Partnership is duly organized, validly existing and in good standing as a limited partnership under the laws of Illinois. The Partnership has full power and authority to perform its obligations under this Agreement and to conduct its business and to act as described in the Disclosure Notice. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of it enforceable in accordance with its terms. (c) The Partnership has complied and will continue to comply with all orders, rules, laws, statutes, regulations or other legal requirements applicable to it, to its business, properties, and assets, including the Act and the rules promulgated by the CFTC and the NFA, the violation of which would materially and adversely affect its ability to comply with, and perform its obligations under this Agreement, and there are no actions, suits, proceedings, or notices of investigations or investigations pending or threatened against it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory agency regarding noncompliance by it with any law, statute, rule or regulation, or at law or in equity or before or by any court, any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, or by any regulatory or self-regulatory organization, or exchange, in which an adverse decision would materially and adversely affect its ability to comply with or to perform its obligations under this Agreement or that would be required to be disclosed in the Disclosure Notice, which is not so disclosed, or would result in a material adverse change in the condition, financial or otherwise, business or prospects of the Partnership. (d) The Partnership has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. (e) Except with respect to information contained in the Disclosure Notice relating to the Trading Advisor or any other advisor, the Disclosure Notice does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading. (f) The General Partner is registered as a commodity pool operator under the Act and is a member of the NFA in such capacity and such registration and membership has not expired or been revoked, lapsed, suspended, terminated, or not renewed or limited or qualified in any respect. (g) The General Partner has all federal and state governmental, regulatory, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with all federal and state governmental and regulatory and self-regulatory agencies required to conduct its business and to act as described in the Disclosure Notice and to perform its obligations under this Agreement. The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal hereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, the General Partner will promptly notify the Trading Advisor thereof.