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.
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. 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. 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. 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 provisions of this Clause 9 and of any other Clause in this Agreement shall therefore not apply to the extent that they conflict with the Depositary's standard of care and liability or other obligations under the AIFMD Rules and nothing in this Agreement is intended to diminish or otherwise take anything away from the standard of care and liability or other obligations under the AIFMD Rules. Consequently, nothing in this Agreement should be interpreted as an intention of the Parties to agree otherwise. The AIFMD Rules shall at all times prevail over any matter in this Agreement.
AIFMD. Darwin 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 its investors where the third party no longer complies with the requirements.
