Representations and Warranties by the Adviser. The Adviser represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date and as of each Option Closing Date (if any), and agrees with each Underwriter, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to Xxxxx as of the date hereof and as of each Representation Date (as defined in Section 7(k) below), and agree with Xxxxx, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to CF&Co, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to the Placement Agent as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Investor as of the date hereof and as of the Closing Time referred to in Section 3 hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to the Manager as of the date hereof and as of each Representation Date on which certificates are required to be delivered pursuant to Section 8(o) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agrees with the Manager, as follows:
(a) The information regarding the Adviser, set forth under the heading “Prospectus Supplement Summary—Our Manager,” in the Registration Statement and the Prospectus (collectively, the “Adviser Disclosures”) is true and correct in all material respects.
(b) The Adviser has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has the limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the Amended Management Agreement; and the Adviser is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(c) This Agreement has been duly authorized, executed and delivered by the Adviser.
(d) The Amended Management Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and the discretion of the court before which any proceeding may be brought.
(e) The limited partnership interests of the Adviser are owned by NexPoint Advisors, L.P., free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
(f) The Adviser is not (i) in violation of its organizational documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreements to which it is bound, or which any of its property or assets is subject, except, in the case of (ii) above, for such defaults that would not, individually or in the aggrega...
Representations and Warranties by the Adviser. The Adviser represents and warrants to the Agents as of the date hereof and as of each Representation Date, as follows: 47166115.8
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Underwriter, and in the case of paragraph (iii) also represents to the Fund, as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to Jxxxx as of the date hereof, as of each Representation Date (as defined in Section 8(j) below) and as of each Applicable Time, and agree with Jxxxx, as follows:
