Representations and Warranties by the Fund. The Fund represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) The Registration Statement (i) has been prepared by the Fund in conformity with the requirements of the Securities Act and the Investment Company 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 Investment Company 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 Prospectus (as defined herein), the Prospectus Supplement (as defined herein) or the Prospectus (as defined herein), 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, 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 this 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/or Rule 497(h) under the Securities Act, in the form furnished by the Fund to the Distributor in connection with the offering of the Shares. Except where the context other...
Representations and Warranties by the Fund. The Fund represents and warrants to Claymore as of the date hereof as follows:
Representations and Warranties by the Fund. The Fund represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) The Registration Statement (i) has been prepared by the Fund in conformity with the requirements of the Securities Act and the Investment Company 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 Investment Company 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
Representations and Warranties by the Fund. The Fund represents and warrants as follows:
(a) The Fund is acquiring Options hereunder for investment purposes only.
(b) The execution, delivery and performance of this Agreement by the Fund does not conflict with or constitute a default under any agreement or instrument to which the Fund is a party or is bound.
(c) The Fund is a limited partnership organized under the laws of the State of Delaware. The execution and delivery of this Agreement, the receipt of the Options and compliance by the Fund with all of the other provisions of this Agreement are within the powers and capacity of the Fund.
(d) Except for a Form 13D under the United States Securities Exchange Act of 1934, as amended, and Rule 13-d thereunder, and regulatory filings or approvals with certain state Insurance Departments, no approval, consent or authorization of, or declaration or filing with, any governmental or judicial authority is required in connection with the execution and delivery of this Agreement by the Fund or the performance by the Fund hereunder.
(e) This Agreement has been duly executed by or on behalf of the Fund and is a valid and binding obligation enforceable against the Fund in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Representations and Warranties by the Fund the Manager, the Commodity Subadvisor and the Collateral Subadvisor. The Fund, the Manager, the Commodity Subadvisor and the Collateral Subadvisor jointly and severally represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) 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, and agree with each Underwriter, as follows:
Representations and Warranties by the Fund. The Fund represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act on Form N-2 (File No. 333-262469 and 811-21318) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act and the Investment Company Act in all material respects; and (ii) has been filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and the Investment Company Act; 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 notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Fund; the Registration Statement, including any amendments thereto, became effective upon filing; no stop order of the Commission preventing or suspending the use of 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
Representations and Warranties by the Fund. The Fund warrants and represents that: at the time of issuing the Housing Loan, the Borrower is or was a Member of the Fund; at the time of processing the Housing Loan application in respect of the Borrower, it had conducted the affordability assessment checks and has complied with the requirements prescribed in terms of the NCA; it is licensed or has obtained a certificate of approval from the National Credit Regulator to grant Housing Loans to the members; it is registered under section 4 of the Act and that its rules are duly registered in terms of the Act and will not be amended in any manner that will prejudice the Parties’ obligations in terms of this Agreement; in the event of a Default Event, it will deduct and settle the outstanding Housing Loan on behalf of the Borrower; prior to granting the Housing Loan, it has satisfied itself that the property concerned is to be used for housing purposes as set out in clause 5 (five above); and a suitable resolution has been passed by the board of trustees authorizing the Fund to enter into this Agreement and to grant the Housing Loan to the Borrower.
Representations and Warranties by the Fund. The Fund represents and warrants to First Trust as of the date hereof as follows:
Representations and Warranties by the Fund. The Fund represents and warrants to the Company that:
(a) The Fund is a statutory trust created under the laws of The State of Delaware on December 7, 2001, and is validly existing under the laws of that State. The Fund is duly registered under the 1940 Act as an open-end, management investment company and all of the Fund’s shares sold were sold pursuant to an effective registration statement filed under the 1933 Act, except for those shares sold pursuant to the private offering exemption for the purpose of raising the required initial capital, as required by the 1940 Act.
(b) The Fund is authorized to issue an unlimited number of shares of beneficial interest, par value $0.01 per share, each outstanding share of which is fully paid, non-assessable, freely transferable and has full voting rights, and currently issues a single class of shares. No shareholder of the Fund has or will have any option, warrant or preemptive rights of subscription or purchase with respect to the Fund’s shares.
(c) The financial statements appearing in the Fund’s Annual Report to Shareholders for the fiscal year ended August 31, 2004, audited by PricewaterhouseCoopers LLP, copies of which have been delivered, or will be delivered, to the Company, fairly present the financial position of the Fund as of such date and the results of its operations for the period indicated in conformity with generally accepted accounting principles applied on a consistent basis.
(d) The books and records of the Fund accurately summarize the accounting data represented and contain no material omissions with respect to the business and operations of the Fund.
(e) The Fund has the power to own all of its properties and assets, to perform its obligations under this Plan and to consummate the transactions contemplated herein. The Fund is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. The Fund has all necessary federal, state and local authorizations, consents and approvals required to own all of its properties and assets and to conduct its business as such business is now being conducted and to consummate the transactions contemplated herein.
(f) The Fund is not a party to or obligated under any provision of its Trust Instrument or Bylaws, or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of...
Representations and Warranties by the Fund