Manager Representations and Warranties. The Manager represents and warrants to the Sub-Advisor that (i) the retention of the Sub-Advisor by the Manager as contemplated by this Agreement is authorized by the governing documents of the Manager; (ii) the execution, delivery and performance of each of this Agreement and the Management Agreement does not violate any obligation by which the Manager or its property is bound, whether arising by contract, operation of law or otherwise; (iii) the Manager has met and will seek to continue to meet for so long as this Agreement remains in effect, all applicable federal and state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by the Management Agreement; (iv) the Manager will promptly notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company; and (v) each of this Agreement and Management Agreement has been duly authorized by appropriate action of the Manager and when executed and delivered by the Manager will be the legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms hereof.
Manager Representations and Warranties. The Manager hereby represents and warrants to RAD as follows:
Manager Representations and Warranties. Manager represents and warrants to Owner that:
Manager Representations and Warranties. Manager represents and warrants to Xxxxxx Bank, as of the Effective Date, as follows:
Manager Representations and Warranties. Marriott, in its capacity as manager of the Hotels, represents and warrants, and to the extent applicable covenants, to the Purchaser, as of the date hereof and as of the Closing Date, that except as disclosed on the Disclosure Schedules set forth herein and in the CTF Agreement.
Manager Representations and Warranties. The Manager represents and warrants to each Purchaser as follows:
Manager Representations and Warranties. The Manager represents, warrants and agrees that it is registered as an investment adviser under the Advisers Act; and, as a result of its acceptance of the appointment as Manager, it is a fiduciary with respect to the assets of the Account for which it provides investment management services hereunder. The Manager hereby represents that this Agreement has been duly authorized, executed and delivered by the Manager and constitutes its legal, binding and valid obligation. DIMA Non-ERISA IMA Separately Managed
Manager Representations and Warranties. Manager hereby represents, warrants and covenants to City as follows:
Manager Representations and Warranties. (a) The Manager is duly organized and is validly existing and in good standing, if applicable, in the jurisdiction in which it is organized, with requisite power and authority to transact the businesses in which it is now engaged. The Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the Casino, its businesses and operations except, in each case, where the failure to be so qualified or in good standing would not materially impair (i) the Manager’s ability to carry out its obligations hereunder, (ii) the operation of the Casino, or (iii) the Gaming Licenses. The Manager shall, prior to the Commencement Date, possess all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to serve as the manager of Taj Mahal.
Manager Representations and Warranties. 9.1.1. Manager hereby represents and warrants to the Company as follows:Manager is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company power and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of Manager.
