Common use of Ongoing Representations and Warranties Clause in Contracts

Ongoing Representations and Warranties. If, at any time during the term of this Agreement, the Adviser discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of the Adviser’s representations and warranties herein inaccurate or incomplete in any material respect, the Adviser shall provide prompt written notification to the Subadviser of said fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that the Adviser shall provide prompt notice to the Subadviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or otherwise is adjudged bankrupt or insolvent by a court of competent jurisdiction; (ii) a material event occurs that reasonably could be expected adversely to impact the Adviser’s ability to perform this Agreement; or (iii) the Advisory Agreement is terminated.