Representations and Warranties by the Advisers. The Advisers represent and warrant 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 Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Applicable Time, as of the Closing Time, and as of each Date of Delivery (if any) and agrees with each Underwriter as follows:
Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, 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:
(i) GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (in the case of the Investment Sub-Adviser), with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser).
(ii) INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus.
(iii) DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Dealer, and in the case of paragraph (iii) also represents to the Fund, as of the date hereof, as of the Applicable Time and as of the Closing Time, and agrees with each Dealer as follows:
Representations and Warranties by the Advisers. The Advisers represent and warrant to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof as follows:
(i) GOOD STANDING OF THE ADVISERS. NB Management has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of New York, and NB LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full corporate or limited liability company, respectively, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation or limited liability company, respectively, to transact business and is in good standing in each other jurisdiction in which such qualification is required except as would not, individually or in the aggregate, result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of such Adviser, whether or not arising in the ordinary course of business (an "Adviser Material Adverse Effect").
Representations and Warranties by the Advisers. Each of the Adviser and the Subadviser, severally as to itself only and not jointly or as to any other party, 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 Advisers. The Advisers represent and warrant 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:
(i) GOOD STANDING OF THE ADVISERS. NB Management has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of New York, and NB LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full corporate or limited liability company, respectively, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation or limited liability company, respectively, to transact business and is in good standing in each other jurisdiction in which such qualification is required except as would not, individually or in the aggregate, result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of such Adviser, whether or not arising in the ordinary course of business (an "Adviser Material Adverse Effect").
Representations and Warranties by the Advisers. Each of the Investment Adviser and the Investment Manager, jointly and severally, and each of the Sub-Advisers, severally with respect to such Sub-Adviser itself, represents and warrants to each Underwriter 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 Advisers. The Advisers represent and warrant to each Underwriter, and in the case of paragraph (iii) also represent to the Trust, as of the date hereof and as of the Closing Time referred to in Section 2(c) hereof as follows:
Representations and Warranties by the Advisers. Each of the Adviser, Security Investors and GPAM, severally as to itself only and not jointly or as to any other party, 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:
