Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the SEC in all material respects and so that the Series will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (the "Code") and will be adequately diversified for purposes of Section 817(h) of the Code and the Treasury regulations thereunder.
Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Adviser's Act") and neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Trust will qualify as a regulated investment company under Subchapter M and Section 817 of the Internal Revenue Code.
Representations and Covenants of the Parties. The Subadviser hereby represents and warrants that (a) it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"), (b) neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act, (c) it is validly existing and in good standing as a corporation under the laws of Delaware, (d) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, and (e) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Subadviser. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Trust will qualify as a regulated investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Manager hereby represents and warrants that (a) it is registered as an investment adviser under the Advisers Act, (b) it is validly existing and in good standing as a corporation under the laws of Delaware, (c) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, (d) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Manager, (e) it has authority under the Investment Management Agreement to execute, deliver and perform this Agreement, and (f) it has received a copy of Part II of the Subadviser's Form ADV.
Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is a "bank" as defined in Section 202(a)(2) of the Investment Advisers Act of 1940 and neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series so that the Trust will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
Representations and Covenants of the Parties. The Parties hereby agree to each of the following:
Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Manager and the Subadviser acknowledge that the Fund Account represents only a portion of the Fund and that the Subadviser shall not be responsible for ensuring that the Fund as a whole is managed in a manner that complies with applicable rules and regulations of the SEC and Subchapter M of the Internal Revenue Code. The Subadviser covenants that it shall carry out appropriate compliance procedures necessary to the operation of the Fund as the Subadviser and the Manager may agree including, if requested by the Manager, managing the Fund Account as if it were a separate investment company for purposes of determining compliance with the rules and regulations of the SEC, the Fund's investment policies and restrictions, and the Fund's qualification as a registered investment company under Subchapter M of the Internal Revenue Code. The Subadviser also covenants that it shall cooperate with the Manager's (or its designee's) personnel to ensure that the Fund is in conformity with such rules and regulations, investment policies and restrictions and Subchapter M, including providing such information concerning the purchase or sale of investments on behalf of the Fund Account as the Manager may request.
Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Manager and the Subadviser acknowledge that the Fund Account represents only a portion of the Series and that the Subadviser shall not be responsible for ensuring that the Series as a whole is managed in a manner that complies with applicable rules and regulations of the SEC and Subchapter M and Section 817 of the Internal Revenue Code. The Subadviser covenants that it shall carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree including, if requested by the Manager, managing the Fund Account as if it were a separate investment company for purposes of determining compliance with the rules and regulations of the SEC, the Series' investment policies and restrictions and the Series' qualification as a registered investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Subadviser also covenants that it shall cooperate with the Manager's (or its designee's) personnel to ensure that the Series is in conformity with such rules and regulations, investment policies and restrictions and Subchapter M and Section 817, including providing such information concerning the purchase or sale of investments on behalf of the Fund Account as the Manager may request. Reports by the Subadviser and Records of the Series. The Subadviser shall furnish the Manager monthly, quarterly and annual reports concerning transactions and performance of the Fund Account, including information required to be disclosed in the Trust's registration statement, in such form as may be mutually agreed, to review the Fund Account and discuss the management of it. If requested by the Manager, the Subadviser shall also furnish the Manager quarterly compliance certifications. The Subadviser shall permit its financial statements, books and records with respect to the Series to be inspected and audited by the Trust, the Manager or their agents at all reasonable times during normal business hours. The Subadviser shall immediately notify and forward to both the Mana...
Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the SEC in all material respects and so that the Series will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code ("Code") and will be adequately diversified for purposes of Section 817(h) of the Code and the Treasury regulations thereunder. The Subadviser represents and warrants that any information that it furnishes to the Manager, the Trust or any affiliated person of the Manager or the Trust for use in the Trust's registration statement will be true, accurate and complete in all material respects at the time it is furnished, and agrees to notify the Manager and/or the Trust promptly in writing if such information ceases to be true, accurate and complete.
Representations and Covenants of the Parties. The Subadvisor hereby acknowledges that it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Adviser's Act") and neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadvisor unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Subadvisor covenants that it will carry out appropriate compliance procedures necessary to the operation of the Fund as the Subadvisor and the Manager may agree. The Subadvisor also covenants that it will manage the Fund in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
Representations and Covenants of the Parties. 3.1 Each of the Sellers hereby represents and covenants to the Purchaser that:
(a) the Seller is the legal, registered and/or beneficial owner of its/his/her percentage Interest; such mining claims are properly and validly recorded in the name of the Sellers; and there are no adverse claims or challenges against or to the ownership or title to such mineral claims, nor to the Seller’s knowledge is there any basis therefor;
(b) entering into this Agreement and completing the transactions hereunder does not and will not conflict with, and does not and will not result in a breach of, any of the terms of any instrument or any agreement to which the Seller is a party;
(c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which the Seller is a party;
(d) each of the mining claims comprising the Property has been duly and validly staked and/or an application for permits have been made to the applicable mining authority pursuant to all applicable laws and regulations and except as herein provided are free and clear of all liens, charges, royalties and encumbrances;
(e) there are no outstanding agreements or options to acquire or purchase an interest in any of the Property, or to explore, develop or exploit any part thereof, and no person has any royalty or other interest whatsoever in the Property or any production therefrom; and
(f) there are no pending or threatened actions, suits, claims or proceedings regarding the Property or any portion thereof.
3.2 The Purchaser hereby represents and covenants to the Sellers that:
(a) it is a corporation duly incorporated and validly subsisting and in good standing under the laws of Ontario;
(b) it has the power, capacity and other authority to enter into and perform its obligations under this Agreement and all transactions contemplated herein and all corporate and other actions required to authorize it to enter into and perform this Agreement have been duly and validly taken;
(c) it has all necessary corporate power to own properties and assets and to carry on its business as now conducted by it, and is registered as required and is in good standing with respect to the filing of returns under the laws of all jurisdictions in which it carries on business;
(d) this Agreement has been duly executed ...
