Representations and Further Agreements. (a) Executive represents, warrants and covenants to the Company that Executive is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, and that prior to assenting to the terms of this Agreement, or giving the representations and warranties herein, Executive has been given a reasonable time to review it and has consulted with counsel of Executive’s choice; and
(b) During Executive’s employment with the Company and subsequent to the cessation thereof, Executive will reasonably cooperate with Company, and furnish any and all complete and truthful information, testimony or affidavits in connection with any matter that arose during Executive’s employment, that in any way relates to the business or operations of the Company or any of its parent or subsidiary corporations or affiliates, or of which Executive may have any knowledge or involvement; and will consult with and provide information to the Company and its representatives concerning such matters. Executive shall reasonably cooperate with the Company in the protection and enforcement of any intellectual property rights that relate to services performed by Executive for Company, whether under the terms of this Agreement or prior to the execution of this Agreement. This shall include without limitation executing, acknowledging, and delivering to the Company all documents or papers that may be necessary to enable the Company to publish or protect such intellectual property rights. Subsequent to the cessation of Executive’s employment with the Company, the Parties will make their best efforts to have such cooperation performed at reasonable times and places and in a manner as not to unreasonably interfere with any other employment in which Executive may then be engaged. Nothing in this Agreement shall be construed or interpreted as requiring Executive to provide any testimony, sworn statement or declaration that is not complete and truthful. If the Company requires Executive to travel outside the metropolitan area in the United States where Executive then resides to provide any testimony or otherwise provide any such assistance, then the Company will reimburse Executive for any reasonable, ordinary and necessary travel and lodging expenses incurred by Executive to do so; provided that Executive submits all documentation required under the Company’s standard travel expense reimbursement policies and as otherwise may be required to satisfy any requirements under...
Representations and Further Agreements. The Sub-Adviser represents that (i) it is duly registered as an investment adviser with the Securities and Exchange Commission pursuant to the Advisers Act, as amended, and will continue to be so registered for so long as the Agreement remains in effect; (ii) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act, as amended and Rule 204A-1 under the Advisers Act, as amended, and will provide the Adviser and the Fund with a copy of such code of ethics, together with evidence of its adoption; (iii) it will maintain an appropriate level of errors and omissions or professional liability insurance coverage for the duration of the Agreement; (iv) the Sub-Adviser has full power and authority to enter into and perform the services contemplated by the Agreement; (v) the Sub-Adviser shall, upon reasonable request, provide a certification to the Fund's Chief Compliance Officer to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act; (vi) the Sub-Adviser will promptly notify the Trust and the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vii) the Agreement is a valid and binding agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof Fund acknowledges receipt of a copy of Part 2A and 2B of the Sub-Adviser's current Form ADV at least forty-eight (48) hours prior to execution of the Agreement. The Adviser represents, agrees and confirms that the employment of the Sub-Adviser is authorized by the governing documents relating to the Account and that:
(i) the Agreement has been duly authorized by appropriate action and by duly authorized persons and when executed and delivered will be legally binding upon the Fund and the Adviser in accordance with its terms;
(ii) the Adviser will deliver to the Sub-Adviser evidence of such authority as the Sub-Adviser may reasonably require, whether by way of a certified resolution or otherwise;
(iii) To the extent known to the Adviser, the Adviser shall provide the Sub-Adviser with reasonable advance notice of any action taken by the Adviser or the Trust's Board that is likely to have any material impact on the Sub-Adviser's ability to provide services under this Agree...
Representations and Further Agreements. Each Borrower hereby represents and warrants to the Agent and the Lenders as follows:
Representations and Further Agreements
