AIFMD. The Borrower is not (i) an AIFM or (ii) an AIF managed by an AIFM required to be authorized or registered in accordance with AIFMD.
AIFMD. Neither the Company nor any of its subsidiaries is an alternative investment fund nor an alternative investment fund manager as each term is understood for purposes of the European Union’s Alternative Investment Fund Managers Directive (No. 2011/61/EU) (the “AIFMD”) and any subordinate legislation enacted thereunder, as each has been amended, extended or re-enacted from time to time, including the applicable implementing legislation and regulations of each member state of the European Economic Area.
AIFMD. Such Loan Party is not (i) an AIFM or (ii) an AIF managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered in accordance with AIFMD.
AIFMD. The Borrower is not (i) an AIFM or (ii) an AIF managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered in accordance with AIFMD.
A. COVENANTS From the date hereof until the first day following the Facility Termination Date on which all Obligations shall have been finally and fully paid and performed (other than as expressly survive the termination of this Agreement), the Borrower hereby covenants and agrees with the Lenders, the Agents and the Facility Agent that:
AIFMD. A professional investor is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. To be regarded as "professional" a client must fulfil the following criteria:
AIFMD. It is the sole and exclusive responsibility of the Asset Manager to determine whether it is necessary to register an AIF for marketing in any EEA jurisdiction and to ensure that any AIF it may offer, place or sell to an EEA Investor is registered if necessary.
AIFMD. The Depositary shall in general ensure that the cash flows of the Fund are properly monitored in accordance with applicable Law. The Depositary shall furthermore provide oversight services in respect of among other matters that:
AIFMD. The Depositary shall delegate the safekeeping of Custody Assets to the Custodian in accordance with the Custody Agreement and for that purpose the Depositary shall ensure:
AIFMD. The Depositary shall procure that all measures are taken, including the termination of the agreement with this third party appointed, which are in the best interest of the Fund and the holders of Shares where the third party no longer complies with the requirements.
AIFMD. (a) The Onshore Fund and the Manager each represent and warrant to the Trading Advisor that the Onshore Fund is (i) a non-EU AIF, established in Delaware; (ii) not marketed (as defined in the AIFMD) in any member state of the European Economic Area; and (iii) managed by the Manager pursuant to the terms of this Agreement and as disclosed in the Onshore Memorandum.
(b) The Onshore Fund and the Manager each represent and agree that the Trading Advisor serves as the trading advisor to the Onshore Fund pursuant to the terms of this Agreement and as disclosed in the Onshore Memorandum.
(c) The Onshore Fund and the Manager each agree to provide the Trading Advisor with 120 days’ written notice in advance of the Onshore Fund being marketed (as defined in the AIFMD) in any member state of the European Economic Area.
(d) The Manager, the Onshore Fund and the Trading Advisor agree that in the event the Onshore Fund were required under AIFMD to appoint an AIFM each shall negotiate in good faith to address in a timely manner the acts, things and deeds to be completed by the Onshore Fund by all parties to procure that the Trading Advisor does not become the AIFM in relation to the Onshore Fund (including effecting such amendments to this Agreement as may be necessary).
(e) For the purposes of this Section 29:
