Common use of Manager’s Representations and Warranties Clause in Contracts

Manager’s Representations and Warranties. (a) Manager represents that it is duly organized, validly existing and in good standing. (b) Manager represents that it has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution of this Agreement and the performance of the Manager's obligations hereunder have been duly authorized by the Manager and no other proceedings on the part of the Manager are necessary to authorize this Agreement. (c) Manager represents that neither the execution of this Agreement nor the acts contemplated hereby nor compliance by the Manager with any provisions hereof will (a) violate any provision of the Manager's organizational documents, (b) violate any statute, law, judgement, decree, order, regulation or rule of any court or governmental authority applicable to the Manager, or (c) be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which the Manager may be bound which violation, conflict, default, termination or absence, in the aggregate, would have a material adverse effect on the financial condition of the Manager. (d) Manager has requested and received all information from the Sub-Advisor that the Manager deems relevant to the engagement of the Sub-Advisor as contemplated by this Agreement. The Manager acknowledges receipt of a copy of the Sub-Advisor's Form ADV as such form exists on the date of this Agreement. (e) The Employee Retirement Income Security Act of 1974 is not applicable to any asset in the Fund. To the extent any law of any political jurisdiction is applicable to the Fund or any of its assets, the Manager shall be responsible for assuring that any instructions given by the Manager to the Sub-Advisor are consistent with any such law, and the Sub-Advisor shall have no responsibility for such compliance. To the extent any federal securities law of the United States of America is applicable at any time, the Fund constitutes a "qualified institutional buyer", an "accredited investor", and a "qualified purchaser" as those concepts are defined in the federal securities laws of the United States of America.