Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following: (i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that; (A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and (B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing. (ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects. (b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager. (c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following: (i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that: (A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing; (B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and (C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 25 contracts
Samples: Advisory Agreement (Polaris Futures Fund L.P.), Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Tactical Diversified Futures Fund L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 8 contracts
Samples: Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 6 contracts
Samples: Advisory Agreement, Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Orion Futures Fund Lp)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 6 contracts
Samples: Advisory Agreement (Managed Futures Premier BHM L.P.), Advisory Agreement (Managed Futures Profile MV, L.P.), Advisory Agreement (Polaris Futures Fund L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;:
(A) A. the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) B. the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) A. the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) B. no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) C. The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 5 contracts
Samples: Advisory Agreement (Managed Futures Premier BHM L.P.), Advisory Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp), Advisory Agreement (Polaris Futures Fund L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 3 contracts
Samples: Advisory Agreement (Meritage Futures Fund L.P.), Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Morgan Stanley Managed Futures LV, L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 2 contracts
Samples: Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before within one month following the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 2 contracts
Samples: Advisory Agreement (Managed Futures Profile MV, L.P.), Advisory Agreement (Managed Futures Profile LV, L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request (and only in the case of a regulatory purpose) of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the prior written request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, accurate and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall use reasonable commercial efforts to provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
(ii) A certificate in the form of Exhibit C attached hereto.
Appears in 1 contract
Samples: Advisory Agreement (Morgan Stanley Managed Futures MV, L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such partiesparties and the Trading Advisor, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions in all material respects on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest reasonably practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner containing such legal opinions that are reasonable under the circumstances.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading AdvisorAdvisor and the Managing Owner, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions in all material respects on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
: (i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) : A. the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) and B. the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
: (i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) : 21 A. the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) ; B. no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) and C. The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing. 17.
Appears in 1 contract
Samples: Advisory Agreement
Closing Certificates. (a) The Trading Advisor shall, at the Members’ ' initial closing and at the request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, the Trading Company and the Members, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company and the Members, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s 's knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ ' initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s 's counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ ' initial closing and at the request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange Commission, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)
Closing Certificates. (a) The Trading Advisor shallmay, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the reasonable request of the Trading Manager at any monthly closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete in all material respects on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed in all material respects all of its obligations and satisfied in all material respects all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, Manager and the Trading Company and the MembersCompany, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading Manager.
(c) The Trading Manager shall, at the Members’ initial closing and at the reasonable request of the Trading Advisor at any closing (as described in the Offering Memoranda), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company and the Trading Manager in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Trading Manager, are contemplated or threatened under the CEAct; and
(C) The Trading Company and the Trading Manager have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement with respect to itself or with respect to the Members at or prior to the date of the closing.
Appears in 1 contract
Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)
Closing Certificates. (a) The Trading Advisor shall, at the Members’ initial closing and at the request of the Trading Manager Managing Owner at any monthly closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties, to the effect that;
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
(ii) To the Trading Manager, the Trading Company Managing Owner and the MembersFund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Offering Memoranda Prospectus to the latest practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
(b) The Upon the reasonable request of the Managing Owner, the Trading Advisor shall, at or before the Members’ initial closing (as described in the Offering Memoranda), shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Trading ManagerManaging Owner.
(c) The Trading Manager Managing Owner shall, at the Members’ initial closing and at the request of the Trading Advisor at any closing (as described in the Offering MemorandaProspectus), provide the following:
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor, to the effect that:
(A) the representations and warranties by the Trading Company Fund and the Trading Manager Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
(B) no order preventing or suspending the use of the Offering Memoranda Prospectus has been issued by the CFTC, the Securities Exchange CommissionSEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose 20 shall have been instituted or are pending or, to the knowledge of the Trading ManagerManaging Owner, are contemplated or threatened under the CEAct; and
(C) The Trading Company Fund and the Trading Manager Managing Owner have performed all of their obligations and satisfied all of the conditions on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
Appears in 1 contract
