Existence and Power; Investment Company. (a) Schedule 2 attached hereto accurately and completely lists the full legal name, principal business address, the nature and jurisdiction of incorporation or organization, and fiscal year end of the Entity and the Series. The Entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth on Schedule 2 attached hereto and has all corporate or trust powers and all authorizations and approvals required to carry on its business as now conducted.
(b) The Entity is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended (except in the case of initial seed capital shares which were issued in a transaction exempt from any registration or shares issued by a Borrower that is a master portfolio in a master-feeder or fund of funds investment structure), and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
(c) The Series (i) has been duly established as a separate series of such Entity, and its assets and liabilities are segregated from the assets and liabilities of each other Series of such Entity, and (ii) is not subject to any liabilities of any other series of such Entity other than expenses that are not chargeable to a particular series of such Entity but which are appropriately allocated among the series of such Entity, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Entity is not subject to any liabilities of any other Entity.
(d) The Borrower is not a general partner or joint venturer in any partnership or joint venture. The Borrower does not invest all of its investable assets in any other open-end investment management company or otherwise act as a feeder fund in a master-feeder or fund of funds investment structure or any other multiple investment company structure.
Existence and Power; Investment Company. (a) The Borrower is a corporation under the laws of the State of Maryland. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Maryland and has all corporate powers and all authorizations and approvals required to carry on its business as now conducted. The Borrower is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Borrower’s Obligations, requires such qualification, except where the failure to do so is not reasonably likely to result in a Material Adverse Effect.
(b) The Borrower is a closed-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been legally issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act to the extent required, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
Existence and Power; Investment Company. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all corporate powers and all authorizations and approvals required to carry on its business as now conducted. The Borrower is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Obligations, requires such qualification, except where failure to be so qualified or in good standing would not be reasonably expected to have a Material Adverse Effect.
(b) The Borrower is a closed-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act or sold in transactions exempt from registration under the Securities Act, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
Existence and Power; Investment Company. (a) The Related Company thereof is a trust formed under the laws of the jurisdiction of its formation. The Related Company thereof is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all trust powers and all authorizations and approvals required to carry on its business as now conducted. The Related Company thereof is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of such Borrower’s Obligations, requires such qualification, except where the failure to do so is not reasonably likely to result in a Material Adverse Effect with respect to such Borrower.
(b) The Related Company thereof is an open-end (or, in the case of Xxxxxx Mortgage Recovery Fund and any other Company so indicated on Schedule 2, a closed-end) management investment company registered as such under the Investment Company Act, such Borrower is a series thereof, and the outstanding shares of each class of its stock (i) have been validly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act to the extent required, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made, except where failure to make such filings would not have a Material Adverse Effect with respect to such Borrower.
Existence and Power; Investment Company. (a) The Borrower is a statutory trust organized under the laws of the State of Delaware. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all statutory trust powers and all authorizations and approvals required to carry on its business as now conducted. The Borrower is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Obligations, requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrower is a closed-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of stock of the Borrower (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made. The Investment Manager is registered as an investment adviser under the Advisers Act and is the Borrower’s investment manager.
Existence and Power; Investment Company. (a) The Borrower is a Maryland corporation. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Maryland and has all corporate powers and all corporate authorizations and approvals required to carry on its business as now conducted. The Borrower is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Borrower’s Obligations, requires such qualification except where the failure to be so qualified or in good standing, as the case may be, could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrower is a closed-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
Existence and Power; Investment Company. (a) The Investment Company of which it is a part is validly existing and in good standing under the laws of the state of its formation. Such Investment Company has all corporate or trust powers, and such Investment Company and such Borrower has all authorizations and approvals, in each case, required to carry on its business as now conducted.
(b) The Investment Company of which it is a part is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended (EXCEPT in the case of initial seed capital shares which were issued in a transaction exempt from any registration), and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
(c) Such Borrower has been duly established as a separate fund of the Investment Company of which it is a part, and its assets and liabilities are segregated from the assets and liabilities of each other Borrower. Such Borrower is not subject to any liabilities of any other Borrower, OTHER THAN expenses that are not chargeable to a particular Borrower but which are appropriately allocated among all Borrowers.
Existence and Power; Investment Company. (a) The Fund is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all authorizations and approvals required to carry on its business as now conducted. The Fund is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Borrower’s Obligations, requires such qualification, except where failure to be so qualified or in good standing would not be reasonably expected to have a Material Adverse Effect.
(b) The Fund is an open-end management company registered as such under the Investment Company Act, and the outstanding shares of each class of the Borrower’s stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act or sold in transactions exempt from registration under the Securities Act, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
Existence and Power; Investment Company. (a) The Trust is a statutory trust under the laws of the State of Delaware. The Trust is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all trust powers and all authorizations and approvals required to carry on its business as now conducted. The Trust is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Borrower’s Obligations, requires such qualification. The Trust is a subsidiary of Baron Capital Group, Inc. Xx. Xxxxxx Xxxxx is the controlling stockholder of Baron Capital Group, Inc.
(b) The Trust is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act (except in the case of initial seed capital shares which were issued in a transaction exempt from any registration), and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.
(c) Baron Partners Fund has been duly established as a separate series of the Trust, and its assets and liabilities are segregated from the assets and liabilities of each other series of the Trust. Baron Partners Fund is the only series of the Trust.
Existence and Power; Investment Company. The Borrower is closed-end management investment company registered under the Investment Company Act that was organized as a Delaware limited liability company. Each Holding Vehicle and the Additional Pledgor is either a Delaware limited liability company or a Delaware limited partnership. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all statutory trust powers and all authorizations and approvals required to carry on its business as now conducted. Each Holding Vehicle and the Additional Pledgor is duly organized, validly existing and in good standing under the laws of the laws of the State of Delaware and has all powers and all authorizations and approvals required to carry on its business as now conducted. Each Credit Party is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including, without limitation, the performance of its obligations under the Transaction Documents, requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.
