Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities), and (iv) all contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respects.
Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with Applicable Law, all orders and awards binding on Customer or its property, Customer’s internal documents and policies (including organizational documents), and all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. There are and have been no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject, except as disclosed to the BNPP Entities prior to the date of execution of this Agreement. Further, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct and complete.
Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where such failure would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. To the best of the Customer’s knowledge, there are and have been no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respects.
Non-Contravention; Compliance with Applicable Laws. Customer is, and will at all times be, in compliance with (i) Applicable Law that relates to (A) felonies, (B) fraud, (C) activities related to the conduct of Customer’s business or (D) activities related to the securities industry, (ii) all orders and awards binding on Customer or its property that would have a material adverse effect on Customer or Customer’s ability to perform its Obligations under any Contract, (iii) Customer’s internal documents and policies (including organizational documents), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. To the best of the Customer’s knowledge, other than the proceeding relating to the Xxxxx notice dated March 5, 2010 from the staff of the Securities & Exchange Commission, there are and have been no criminal or governmental enforcement proceedings, investigations, or other litigation pending or threatened which relate to (1) felonies, (2) fraud, (3) activities related to the conduct of Customer’s business or the business of Customer’s investment advisers or (4) activities related to the securities industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct and complete in all material respects.
Non-Contravention; Compliance with Applicable Laws. The execution, delivery and performance by Customer of this Agreement and the fulfillment of the Obligations hereunder, do not and will not result in a breach or violation of any Applicable Law, order, or award binding on Customer or its property, or Customer’s organizational documents, or any material contract or other instrument binding on or affecting Customer or any of its property. Customer has at all times been, is, and will at all times be, in compliance with Applicable Law, and Customer maintains adequate controls to be reasonably assured of such compliance. There are no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject.
Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in all material respects, in compliance with Applicable Law, all orders and awards binding on Customer or its property, Customer’s internal documents and policies (including organizational documents), and all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. There are no legal or governmental proceedings or investigations pending or, to its knowledge, threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject, in each case, that could reasonably be expected to materially and adversely affect Customer’s ability perform its obligations under this Agreement.
Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with Applicable Law, all orders and awards binding on Customer or its property, Customer’s internal documents and policies (including organizational documents), and all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. For the avoidance of doubt, Customer agrees it is not the intent of either party to enter into any transaction in connection with this Agreement that would constitute a “senior security” as defined in Section 18 of the Investment Company Act of 1940. There are no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct and complete.
Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with Applicable Law, order or award binding on Customer or its property, Customer’s internal documents and policies (including organizational documents), and any material contract or other instrument binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. There are no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject.
Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry, (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities). Further, Customer maintains adequate controls to be reasonably assured of such compliance. To the best of the Customer’s knowledge, there are and have been no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject.
Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with Applicable Law, all orders and awards binding on Customer or its property, Customer’s internal documents and policies (including organizational documents), and all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. To the best of the Customer’s knowledge, there are and have been no legal or governmental proceedings or investigations pending to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject, in each case, that is likely to have a material adverse effect on the ability of Customer to perform its obligations hereunder, as determined by Prime Broker in its good faith discretion. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct and complete in every material respect.
