Manager Representations. The Manager represents to and agrees with the Principal that the terms of this Agreement do not violate any obligation by which the Manager is bound, whether arising by contract, operation of law or regulation, or otherwise, and that this Agreement has been duly authorized, executed and delivered by the Manager and constitutes a legal, valid and binding agreement of the Manager enforceable in accordance with its terms, and the Manager has full power and authority to enter into this Agreement and to perform its duties hereunder.
Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent and warrant to Lessee as of the date of such Addendum or Project Management Addendum as follows:
5.02.1. The execution of this Agreement is permitted by the organizational documents of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof;
5.02.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee;
5.02.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound;
5.02.4. No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof;
5.02.5. Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and
5.02.6. Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.
Manager Representations. Upon execution of an Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent and warrant to Lessee as of the date of such Addendum as follows:
5.02.1. The execution of this Agreement is permitted by the organizational documents of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof;
5.02.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee;
5.02.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound;
5.02.4. No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; and
5.02.5. Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement;
Manager Representations. Manager hereby represents and warrants to Trading Advisor as follows:
(a) Manager has authority to enter into this Agreement on behalf of each the Trust and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Manager is legally competent and has full power and authority to do so on behalf of Manager;
(b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor;
(c) Manager is duly organized and validly existing under the laws of the state of its organization, with full power and authority to enter into and perform its obligations under this Agreement and to conduct its business; the performance by Manager of its obligations under this Agreement will not violate the terms or provisions of, or constitute a default under, the organizational and operational documents of Manager or any other agreement to which Manager is a party or by which it is bound;
(d) As necessary under applicable law, Manager is registered as a CPO with the CFTC, and is a member of the National Futures Association (“NFA”), or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminated, or not renewed, or limited or qualified in any respect;
(e) Manager is familiar with the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess of the Trust’s funds on deposit in an Account; and
(f) The Trust is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, and none of the Commodity Interests or other property traded in the Account will constitute “securities” for purposes of the Investment Advisers Act of 1940 (“Advisers Act”), such that it will cause either the Manager or the Trading Advisor to fall within the definition of an “investment adviser” under the Advisers Act.
Manager Representations. Manager hereby represents and warrants to Owner as follows:
(a) Manager has all licenses, permits, authorizations and approvals necessary to allow it to enter into this Agreement and perform its duties hereunder;
(b) Neither Manager nor, to the best of Manager's knowledge, after reasonable inquiry, any of its employees, has been convicted of robbery, extortion, embezzlement, fraud, grand larceny, burglary, arson, a felony drug offense, murder, rape, kidnapping, perjury, assault with intent to kill, a violation of the Employee Retirement Income Security Act of 1974 or any other felonies; and
(c) Except as disclosed on EXHIBIT G, neither Manager nor any Affiliate of Manager is engaged in connection with or has an interest in, directly or indirectly, whether as an owner, ground lessee, ground lessor, manager, leasing agent, partner, shareholder, beneficiary, trustee, option holder, lender or otherwise, any property that is: (i) multi-family residential apartments; and (ii) located within a one-quarter (1/4) mile radius of the Property (a "COMPETING PROPERTY"). EXHIBIT G accurately sets forth the nature of the interest of Manager or any Affiliate of Manager in any Competing Property. Notwithstanding the foregoing, Manager shall provide Owner with a list, which list shall be updated by Manager from time to time in the event of any changes, of any property which Manager or any Affiliate of Manager is engaged in connection with or has an interest in, directly or indirectly, whether as an owner, ground lessee, ground lessor, manager, leasing agent, partner, shareholder, beneficiary, trustee, option holder, lender or otherwise, that is: (i) multi-family residential apartments; and (ii) located within a five mile radius of the Property ("MANAGER'S OTHER PROPERTIES"). Attached as EXHIBIT G-1 is a list of Manager's Other Properties as of the date hereof.
Manager Representations. The Manager represents and warrants to Party A (x) that it is duly authorized to act as Party B’s agent in entering into and confirming Transactions and in receiving notices to Party B under this Agreement, and (y) that any Transaction shall be entered into in accordance with the applicable investment policies, trading strategies and/or restrictions of Party B and the Party B Investor as are then in effect.
Manager Representations. The following representations shall be made by the Manager in accordance with Section 3 of this Agreement as if the Manager was a party to this Agreement:
Manager Representations. The Manager hereby represents and warrants to the Company as of the date hereof as follows:
(a) The Manager has the requisite authority to enter into this Agreement and to perform his obligations hereunder.
(b) This Agreement has been duly executed and delivered by the Manager, or an authorized Representative of the Manager, and constitutes a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof.
(c) No material consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Manager in connection with the execution, delivery and performance of this Agreement by the Manager. The execution and delivery of this Agreement by the Manager do not, and the performance by the Manager of his obligations under this Agreement will not, (i) conflict with, in any material respect, any other contract, agreement or arrangement to which the Manager is a party or by which he is or his assets are bound or (ii) violate in any material respect any provision of, or result in a material breach of, any Applicable Law.
(d) Neither the Manager nor any of his Affiliates is a party to any Legal Action nor is the Manager aware of any threatened Legal Action involving the Manager or his Affiliates, that would reasonably be expected to interfere with the Manager’s ability to fulfill his obligations under this Agreement.
(e) The Manager is not insolvent, has not filed or had filed against him a petition in bankruptcy, has not made an assignment for the benefit of his creditors or otherwise had a receiver or trustee appointed with respect to his properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would cause him to become insolvent.
Manager Representations. Manager represents and warrants to Partnership, as of the date hereof, as follows:
Manager Representations. 10.01 As of the date hereof and for the term of the Agreement, the Manager represents that:
(a) it is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and has obtained and maintains all regulatory and other licenses, authorizations and consents necessary for the performance of its duties and obligations under this Agreement;
(b) this Agreement does not violate any obligation by which the Manager is bound and will be binding upon the Manager in accordance with its terms; and
(c) the Manager has adequate resources to perform its obligations under this Agreement.
10.02 The Manager agrees to promptly advise the Advisor and the Client in writing if any of the representations in this Section shall no longer be true.
