Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) A registration statement on Form N-2 (File No. 333-[ ]) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “1940 Act”); (ii) has been filed with the Commission under the Securities Act and the 1940 Act; and (iii) heretofore became, and is, effective; the registration statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of any Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge, are contemplated by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means, collectively, the various parts of the registration statement, as amended at the time of effectiveness for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the Distributor, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act, to the extent such information is deemed to be part of the registration statement at the Effective Time. “Basic Prospectus,” as used herein, means the final prospectus filed as part of the Registration Statement, including the related statement of additional information, together with any amendments or supplements thereto as of the date of the Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(c) and/o...
Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, a registration statement on Form N-2 (File No. 333-214530 and 811-21413) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “1940 Act”) in all material respects; (ii) has been filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and the 1940 Act; and (iii) heretofore became, and is, effective; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of any Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge, have been threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means, collectively, the various parts of the registration statement,
Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, a registration statement on Form N-2 (File No. 333-210697 and 811-22843) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “1940 Act”) in all material respects; (ii) has been filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and the 1940 Act; and (iii) heretofore became, and is, effective; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of the Basic
Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, a registration statement on Form N-2 (File No. 333-229567 and 811-22843) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”) in all material
Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, a registration statement on Form N-2 (File No. 333-276304 and
Representations and Warranties by the Distributor. Section 7.1 The Distributor represents and warrants to the Company as follows:
7.1.1 It is a marketing and sales company duly organized and validly existing and in good standing under the laws of the state or country of its organization and all applicable foreign jurisdictions, and is duly qualified to conduct its business as presently conducted in all those jurisdictions in which it presently conducts business.
7.1.2 It has full power and authority to execute and deliver this Agreement and to perform the terms and conditions hereof.
7.1.3 It has taken all necessary legal action to authorize the execution and delivery of this Agreement. The representative who has executed and delivered this Agreement on behalf of the Distributor has been duly and validly authorized and will bind the Distributor by his action.
7.1.4 This Agreement constitutes the legal, valid and binding obligation of the Distributor enforceable against the Distributor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and except as the availability of equitable remedies may be limited under applicable law.
7.1.5 The execution, delivery and performance of this Agreement will not violate any provision of the Articles of Incorporation or Bylaws of the Distributor, or any law, rule, regulation, order or decree of any court or arbitrator that is or may be binding upon the Distributor or any of its assets. The execution, delivery and performance of this Agreement will not result in the breach of any provision of or any default under any agreement to which the Distributor is a party or which is or may be binding upon the Distributor or any of its assets.
7.1.6 There are not pending or, to the knowledge of the Distributor, threatened legal actions, arbitrations or other proceedings against the Distributor or any of its assets that, if adversely determined, might have a material adverse effect on the validity or enforceability of this Agreement or on the financial condition of Distributor or the capability of the Distributor to perform its obligations hereunder.
7.1.7 None of the following is a shareholder, director, officer, employee, agent or representative of the Distributor: The Government of any Municipality, State or Country within the Territory or any political subdivision thereof or any agency, department or instrumentality of any such Government or the Territory or any political su...
Representations and Warranties by the Distributor. The Distributor 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 Distributor. The Distributor represents and warrants to the Dealer, as of the date hereof, as of the Applicable Time and as of the Closing Time, and agrees with the Dealer as follows:
Representations and Warranties by the Distributor. Section 7.1 The Distributor represents and warrants to the Company as follows:
7.1.1 It is a Trading Corporation duly organized and validly existing and in
Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, a registration statement on Form N-2 (File No. 333-253698 and 811-22485) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”) in all material respects; (ii) has been filed with the U.S. Securities and Exchange Commission (the
