Common use of Ongoing Representations and Warranties Clause in Contracts

Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; (ii) there is an actual change in control with respect to equity ownership and management authority of the Adviser; or (iii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement. The Adviser further agrees that it will provide prompt notice to the Sub-Adviser in the event that the Trust ceases to be registered as an investment company under the 1940 Act.

Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein in this Agreement inaccurate or incomplete in any material respect, it the Sub-Adviser Entity will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Sub-Adviser Entity agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Sub-Adviser Entity makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) there is an actual change in control with respect to equity ownership and management authority of the Adviser; or (iii) a material event occurs with respect to the Sub-Adviser Entity’s investment advisory business that could reasonably be expected to adversely impact the AdviserSub-Adviser Entity’s ability to perform its duties under this Agreement. The Adviser further agrees that it will provide prompt notice to the Sub-Adviser in the event that the Trust ceases to be registered as an investment company under the 1940 Act.