Common use of Advisor Representations Clause in Contracts

Advisor Representations. Advisor represents and warrants that: a. it is registered, and agrees to maintain its registration for the term of this Agreement, as an investment advisor with the Securities and Exchange Commission ("SEC") or applicable state(s) securities authority and is not prohibited by the Advisers Act, the rules thereunder, or otherwise from acting as contemplated by this Agreement; b. it understands that the performance of its obligations under this Agreement is subject to the securities and other applicable laws of the various jurisdictions in which Advisor has an office or conducts its business. Advisor will comply with all applicable laws and regulations, including SEC and state registration or notice filing obligations, SEC and state-imposed anti-fraud provisions, and all applicable registration requirements for investment adviser representatives; c. there is no action, suit, proceeding, or matter before or by any court or governmental agency or body, domestic or foreign, now pending, or, to Advisor's knowledge, threatened against Advisor (including any investigation, request for a "Xxxxx" submission, or settlement of an administrative action before the SEC) that might result in any material adverse change in Advisor's financial condition, business, or prospects or might materially and adversely affect Advisor's properties or assets; d. it will perform its services under this Agreement in accordance with this Agreement, the Advisers Act, and other applicable laws and rules; e. it will notify Sub-Advisor within five (5) business days of any material change in investment personnel, litigation status of firm/key personnel, enforcement or formal inquiry, or a financial situation which will adversely impact its ability to perform its obligations under this Agreement; f. it will be responsible for notifying Sub-Advisor promptly upon any additions and/or deletions in the Advisor's platform's investment universe. g. it, and its officers, directors, employees, associated persons and agents, possess all necessary licenses and registrations to enter into and perform this Agreement; h. with respect to its performance of the obligations arising under this Agreement, it complies in all material respects with all applicable laws, rules and regulations, including but not limited to the 1940 Act, the Advisers Act, applicable state laws, and the Internal Revenue Code of 1986, as amended (the "Code"); i. except as provided herein, Sub-Advisor has no responsibility for the organization and operation of each Fund or for ensuring compliance with all applicable laws and/or regulations relating to Advisor and the Funds; j. it is solely responsible for the monitoring and ongoing due diligence of the parties that Advisor or the Funds contract with, including, but not limited to the custodian, it being understood, however, that Sub-Advisor is responsible for selecting the investments from the universe of available investments provided to Sub-Advisor by Advisor; k. it has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any federal or state requirements, as necessary to be met in order to maintain the organization and operation of each Fund; l. it will promptly notify Sub-Advisor of the occurrence of any event that would materially adversely impact the operation of any Fund; and m. it has received a copy of Sub-Advisor's Form ADV Part 2. n. it agrees to indemnify Sub-Advisor, its officers, directors, employees, associated persons, agents and control persons, against any damages, losses, penalties, fines, fees or expenses (including reasonable attorneys' fees) resulting from any material breach by Advisor of such representations and warranties.

Advisor Representations. Advisor represents and warrants that: a. it is registered, and agrees to maintain its registration for the term of this Agreement, as an investment advisor with the Securities and Exchange Commission ("“SEC"”) or applicable state(s) securities authority and is not prohibited by the Advisers Act, the rules thereunder, or otherwise from acting as contemplated by this Agreement; b. it understands that the performance of its obligations under this Agreement is subject to the securities and other applicable laws of the various jurisdictions in which Advisor has an office or conducts its business. Advisor will comply with all applicable laws and regulations, including SEC and state registration or notice filing obligations, SEC and state-imposed anti-fraud provisions, and all applicable registration requirements for investment adviser representatives; c. there is no action, suit, proceeding, or matter before or by any court or governmental agency or body, domestic or foreign, now pending, or, to Advisor's ’s knowledge, threatened against Advisor (including any investigation, request for a "Xxxxx" “Wxxxx” submission, or settlement of an administrative action before the SEC) that might result in any material adverse change in Advisor's ’s financial condition, business, or prospects or might materially and adversely affect Advisor's ’s properties or assets; d. it will perform its services under this Agreement in accordance with this Agreement, the Advisers Act, and other applicable laws and rules; e. it will notify Sub-Advisor within five (5) business days of any material change in investment personnel, litigation status of firm/key personnel, enforcement or formal inquiry, or a financial situation which will adversely impact its ability to perform its obligations under this Agreement; f. it will be responsible for notifying Sub-Advisor promptly upon any additions and/or deletions in the Advisor's ’s platform's ’s investment universe. g. it, and its officers, directors, employees, associated persons and agents, possess all necessary licenses and registrations to enter into and perform this Agreement; h. with respect to its performance of the obligations arising under this Agreement, it complies in all material respects with all applicable laws, rules and regulations, including but not limited to the 1940 Act, the Advisers Act, applicable state laws, and the Internal Revenue Code of 1986, as amended (the "“Code"”); i. except as provided herein, Sub-Advisor has no responsibility for the organization and operation of each Fund or for ensuring compliance with all applicable laws and/or regulations relating to Advisor and the Funds; j. it is solely responsible for the monitoring and ongoing due diligence of the parties that Advisor or the Funds contract with, including, but not limited to the custodian, it being understood, however, that Sub-Advisor is responsible for selecting the investments from the universe of available investments provided to Sub-Advisor by Advisor; k. it has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any federal or state requirements, as necessary to be met in order to maintain the organization and operation of each Fund; l. it will promptly notify Sub-Advisor of the occurrence of any event that would materially adversely impact the operation of any Fund; and m. it has received a copy of Sub-Advisor's ’s Form ADV Part 2. n. it agrees to indemnify Sub-Advisor, its officers, directors, employees, associated persons, agents and control persons, against any damages, losses, penalties, fines, fees or expenses (including reasonable attorneys' ’ fees) resulting from any material breach by Advisor of such representations and warranties.

Advisor Representations. Advisor represents and warrants that: a. it is registered, and agrees to maintain its registration for the term of this Agreement, as an investment advisor with the Securities and Exchange Commission ("SEC") or applicable state(s) securities authority and is not prohibited by the Advisers Act, the rules thereunder, or otherwise from acting as contemplated by this Agreement; b. it understands that the performance of its obligations under this Agreement is subject to the securities and other applicable laws of the various jurisdictions in which Advisor has an office or conducts its business. Advisor will comply with all applicable laws and regulations, including SEC and state registration or notice filing obligations, SEC and state-imposed anti-fraud provisions, and all applicable registration requirements for investment adviser representatives; c. there is no action, suit, proceeding, or matter before or by any court or governmental agency or body, domestic or foreign, now pending, or, to Advisor's knowledge, threatened against Advisor (including any investigation, request for a "XxxxxWells" submission, or settlement of an administrative action xxxxon before the SEC) that might result in any material adverse change in Advisor's financial condition, business, or prospects or might materially and adversely affect Advisor's properties or assets; d. it will perform its services under this Agreement in accordance with this Agreement, the Advisers Act, and other applicable laws and rules; e. it will notify Sub-Advisor within five (5) business days of any material change in investment personnel, litigation status of firm/key personnel, enforcement or formal inquiry, or a financial situation which will adversely impact its ability to perform its obligations under this Agreement; f. it will be responsible for notifying Sub-Advisor promptly upon any additions and/or deletions in the Advisor's platform's investment universe. g. it, and its officers, directors, employees, associated persons and agents, possess all necessary licenses and registrations to enter into and perform this Agreement; h. with respect to its performance of the obligations arising under this Agreement, it complies in all material respects with all applicable laws, rules and regulations, including but not limited to the 1940 Act, the Advisers Act, applicable state laws, and the Internal Revenue Code of 1986, as amended (the "Code"); i. except as provided herein, Sub-Advisor has no responsibility for the organization and operation of each Fund or for ensuring compliance with all applicable laws and/or regulations relating to Advisor and the Funds; j. it is solely responsible for the monitoring and ongoing due diligence of the parties that Advisor or the Funds contract with, including, but not limited to the custodian, it being understood, however, that Sub-Advisor is responsible for selecting the investments from the universe of available investments provided to Sub-Advisor by Advisor; k. it has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any federal or state requirements, as necessary to be met in order to maintain the organization and operation of each Fund; l. it will promptly notify Sub-Advisor of the occurrence of any event that would materially adversely impact the operation of any Fund; and m. it has received a copy of Sub-Advisor's Form ADV Part 2. n. it agrees to indemnify Sub-Advisor, its officers, directors, employees, associated persons, agents and control persons, against any damages, losses, penalties, fines, fees or expenses (including reasonable attorneys' fees) resulting from any material breach by Advisor of such representations and warranties.

Advisor Representations. Advisor represents and warrants that: a. it is registered, and agrees to maintain its registration for the term of this Agreement, as an investment advisor with the Securities and Exchange Commission ("SEC") or applicable state(s) securities authority and is not prohibited by the Advisers Act, the rules thereunder, or otherwise from acting as contemplated by this Agreement; b. it understands that the performance of its obligations under this Agreement is subject to the securities and other applicable laws of the various jurisdictions in which Advisor has an office or conducts its business. Advisor will comply with all applicable laws and regulations, including SEC and state registration or notice filing obligations, SEC and state-imposed anti-fraud provisions, and all applicable registration requirements for investment adviser representatives; c. there is no action, suit, proceeding, or matter before or by any court or governmental agency or body, domestic or foreign, now pending, or, to Advisor's knowledge, threatened against Advisor (including any investigation, request for a "XxxxxWells" submission, or settlement of an administrative action before the beforx xxx SEC) that might result in any material adverse change in Advisor's financial condition, business, or prospects or might materially and adversely affect Advisor's properties or assets; d. it will perform its services under this Agreement in accordance with this Agreement, the Advisers Act, and other applicable laws and rules; e. it will notify Sub-Advisor within five (5) business days of any material change in investment personnel, litigation status of firm/key personnel, enforcement or formal inquiry, or a financial situation which will adversely impact its ability to perform its obligations under this Agreement; f. it will be responsible for notifying Sub-Advisor promptly upon any additions and/or deletions in the Advisor's platform's investment universe. g. it, and its officers, directors, employees, associated persons and agents, possess all necessary licenses and registrations to enter into and perform this Agreement; h. with respect to its performance of the obligations arising under this Agreement, it complies in all material respects with all applicable laws, rules and regulations, including but not limited to the 1940 Act, the Advisers Act, applicable state laws, and the Internal Revenue Code of 1986, as amended (the "Code"); i. except as provided herein, Sub-Advisor has no responsibility for the organization and operation of each Fund or for ensuring compliance with all applicable laws and/or regulations relating to Advisor and the Funds; j. it is solely responsible for the monitoring and ongoing due diligence of the parties that Advisor or the Funds contract with, including, but not limited to the custodian, it being understood, however, that Sub-Advisor is responsible for selecting the investments from the universe of available investments provided to Sub-Advisor by Advisor; k. it has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any federal or state requirements, as necessary to be met in order to maintain the organization and operation of each Fund; l. it will promptly notify Sub-Advisor of the occurrence of any event that would materially adversely impact the operation of any Fund; and m. it has received a copy of Sub-Advisor's Form ADV Part 2. n. it agrees to indemnify Sub-Advisor, its officers, directors, employees, associated persons, agents and control persons, against any damages, losses, penalties, fines, fees or expenses (including reasonable attorneys' fees) resulting from any material breach by Advisor of such representations and warranties.