Compliance with Investment Guidelines. The Portfolio Manager will comply with and perform its obligations in all material respects with respect to the Investment Guidelines in accordance with terms thereof.
Compliance with Investment Guidelines. The assets held by the Company in its total asset portfolio on the Determination Date shall be consistent with the investment guidelines set forth on Schedule 7.2(h) attached hereto; provided, however, that not less than thirty-four percent (34%) of the Company's total asset portfolio on the Determination Date shall consist of the asset types listed on Schedule 7.2(h) attached hereto.
Compliance with Investment Guidelines. The Borrower will, and will cause each of its Subsidiaries that is a Regulated Insurance Company to comply with the investment guidelines established from time to time by the Board of Directors of the Borrower.
Compliance with Investment Guidelines. (i) In the event of non-compliance with the Investment Guidelines as of the end of any Accounting Period following the occurrence of the Initial Funding Event, subject to clause (ii) of this Subparagraph B with respect to Passive Exceptions, the Reinsurer will include notice of such non- compliance in the Investment Compliance Certification and cure such non- compliance within [REDACTED] following its delivery to the Ceding Company of its Investment Compliance Certification that showed such non-compliance or within such other time period as agreed upon by the parties.
Compliance with Investment Guidelines. Clearwater shall instruct the Investment Advisors of the Excess Account, Economic Account and Surplus Account portfolios to comply with their respective Investment Guidelines existing as of the Closing Date (the “Old Guidelines”) within one (1) month of date hereof. The amendments to the Investment Guidelines contained in Section 6(e) hereof shall apply only on a prospective basis and the Investment Advisors shall not be required to liquidate assets to bring the portfolios into compliance with the Investment Guidelines as amended hereby, except to the extent necessary to bring the portfolios into compliance with the Old Guidelines.
Compliance with Investment Guidelines. Each of the investment guidelines set forth in 4.5.1 will be calculated solely at the time of initial investment by the Company in an Investment based on information with respect to Investments provided to the Investment Adviser (which may or may not be current) and, as applicable, on the basis of cost and calculated at the prevailing currency exchange rate at the time the investment is made. No violation of any of the foregoing guidelines shall be deemed to have occurred as a result of any changes subsequent to the time an initial investment is made, including, without limitation, the performance of such investment or any changes in its value subsequent to the date of initial investment. In making a determination as to whether a proposed investment would be in compliance with the foregoing investment guidelines, the Investment Adviser shall use its good faith judgment based on actual knowledge gained through standard due diligence procedures, and the Investment Adviser shall not be required to make any additional inquiry or perform additional due diligence in order to comply with such guidelines. The Company’s compliance with the above investment guidelines may not be achieved over the life of the Company or during any particular period, because of (i) the lack of appropriate applicable investment opportunities, (ii) changes in the duration of, including an early termination of, a Commitment Period, (iii) changes in the amount and/or timing of offerings by Portfolio Companies or (iv) other reasons. If the Investment Adviser becomes aware of a breach of any of the foregoing investment guidelines after the Closing Date, the Investment Adviser will use commercially reasonable efforts to mitigate such breach promptly (including, potentially, by using commercially reasonable efforts to restructure the relevant Investment, dispose of the Company’s interest in such Investment to a third-party or exclude the Company from participating in the relevant Investment). For the avoidance of doubt, in no event will the Investment Adviser have any obligation to acquire any Investment or interest therein. Disposition of any such Investment by the Company may be difficult and may only be possible for a price materially below the cost of such Investment and/or the Investment Adviser’s estimate of its current value and/or potential future realization value. Compliance with the above investment guidelines will restrict the universe of investments available to the Company and m...
Compliance with Investment Guidelines. Each of the investment guidelines set forth in Section 4.5.1 will be calculated solely at the time of investment by the Company in the applicable Investment and at the prevailing currency exchange rate and based on the industry/sector or country of origin at the time the investment is made; provided that the investment guideline set forth in Section 4.5.1(a) will be calculated at the time of the post-closing modification. In addition, in calculating the investment limit in Section 4.5.1(g), equity or equity-like instruments received by the Company pursuant to an exercise of remedies with respect to an Investment or any workout or restructuring of an Investment shall not be included in any calculation of such cap. No violation of any of the foregoing guidelines shall be deemed to have occurred as a result of any changes subsequent to the time an initial investment (or, with respect to Section 4.5.1(a), a post-closing modification) is made, including, without limitation, the performance of such investment, a reclassification of the industry or sector or any changes in its value subsequent to the date of initial investment. The Investment Adviser’s determinations with respect to the matters set forth in Section 4.5 are based on valuations in possession of the Investment Adviser at the time of investment by the Company in the applicable Investment (which may be based on estimates) and will be made reasonably and in good faith, and such determinations shall be conclusive and binding upon the Members. Any or all of the above guidelines and targets may be amended or waived in writing by a majority-in-interest of the Members. The Investment Adviser gives no warranty as to the performance or profitability of the Company or any Investment, and no guarantee that any investment objectives, expectations or targets with respect to the Company or prospective or actual Investments will be achieved.
