ON A REGISTRATION STATEMENT
ON FORM S-3 UNDER THE SECURITIES ACT.
12
SECTION 3.28
NO INTEGRATION. NEITHER THE PARTNERSHIP, NOR ANY OF
ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF HAS, DIRECTLY OR
INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO
BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD CAUSE THIS OFFERING OF THE
UNITS TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE PARTNERSHIP FOR PURPOSES OF
THE SECURITIES ACT OR ANY APPLICABLE STOCKHOLDER APPROVAL PROVISIONS, INCLUDING,
WITHOUT LIMITATION, UNDER THE RULES AND REGULATIONS OF THE EXCHANGE ON WHICH THE
UNITS ARE CURRENTLY LISTED OR QUOTED.
SECTION 3.29
TAXES.
EACH OF THE PARTNERSHIP AND ITS SUBSIDIARIES
HAS FILED ALL NECESSARY FEDERAL, STATE AND FOREIGN INCOME AND FRANCHISE TAX
RETURNS AND HAS PAID OR ACCRUED ALL TAXES SHOWN AS DUE THEREON EXCEPT FOR TAXES
BEING CONTESTED IN GOOD FAITH BY THE PARTNERSHIP FOR WHICH ADEQUATE RESERVES
HAVE BEEN ESTABLISHED, AND NEITHER THE PARTNERSHIP NOR ANY OF ITS SUBSIDIARIES
HAS KNOWLEDGE OF A TAX DEFICIENCY WHICH HAS BEEN ASSERTED IN WRITING AGAINST IT
WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Each Purchaser, severally and not jointly, represents and warrants to the
Partnership with respect to itself, on and as of the date of this Agreement and
on and of the Closing Date, as follows:
SECTION 4.1
VALID EXISTENCE. SUCH PURCHASER (I) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
RESPECTIVE JURISDICTION OF ORGANIZATION AND (II) HAS ALL REQUISITE POWER, AND
HAS ALL MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS,
NECESSARY TO OWN ITS PROPERTIES AND CARRY ON ITS BUSINESS AS ITS BUSINESS IS NOW
BEING CONDUCTED, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT HAVE AND WOULD NOT REASONABLY
BE EXPECTED TO HAVE A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.2
NO BREACH. THE EXECUTION, DELIVERY AND PERFORMANCE
BY SUCH PURCHASER OF THE BASIC DOCUMENTS TO WHICH IT IS A PARTY AND ALL OTHER
AGREEMENTS AND INSTRUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE BASIC DOCUMENTS TO WHICH IT IS A PARTY, AND COMPLIANCE BY SUCH PURCHASER
WITH THE TERMS AND PROVISIONS HEREOF AND THEREOF AND THE PURCHASE OF THE UNITS
BY SUCH PURCHASER DO NOT AND WILL NOT (A) VIOLATE ANY PROVISION OF ANY LAW,
GOVERNMENTAL PERMIT, DETERMINATION OR AWARD HAVING APPLICABILITY TO SUCH
PURCHASER OR ANY OF ITS PROPERTIES, (B) CONFLICT WITH OR RESULT IN A VIOLATION
OF ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH PURCHASER OR
(C) REQUIRE ANY CONSENT (OTHER THAN STANDARD INTERNAL CONSENTS), APPROVAL OR
NOTICE UNDER OR RESULT IN A VIOLATION OR BREACH OF OR CONSTITUTE (WITH OR
WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR GIVE RISE TO ANY
RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION) UNDER (I) ANY NOTE, BOND,
MORTGAGE, LICENSE, OR LOAN OR CREDIT AGREEMENT TO WHICH SUCH PURCHASER IS A
PARTY OR BY WHICH