Common use of Good Standing of the Adviser Clause in Contracts

Good Standing of the Adviser. The Adviser has been duly incorporated, is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization, has the power and authority to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have (a) a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) a material adverse effect on the condition (financial or otherwise), prospects, earnings, business, properties or operations of such Investment Adviser whether or not arising from transactions in the ordinary course of business (an “Adviser Material Adverse Effect”).