Representations and Warranties of Advisor. Advisor hereby represents and warrants to Company and REIT II as follows:
Representations and Warranties of Advisor. The Advisor represents and warrants to the Sub-Advisor as follows:
a. The Advisor is registered as an investment advisor under the Advisers Act and is registered or licensed as an investment advisor under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect;
b. The Advisor is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted;
c. The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;
d. The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV prior to the execution of this Agreement;
e. The Advisor has duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and
f. This Agreement is enforceable against the Advisor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Representations and Warranties of Advisor. The Advisor represents and warrants to the Sub-Advisor as follows:
(a) The Advisor is registered as an investment adviser under the Investment Advisers Act;
(b) The Advisor is a limited liability company duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by or in respect of, and no filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;
(d) The Form ADV of the Advisor provided to the Sub-Advisor and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Advisor, and/or that part or parts provided or offered to clients, in each case as required under the Investment Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(e) The Advisor acknowledges that it received a copy of the Sub-Advisor’s disclosure brochure pursuant to Rule 204-3 under the Investment Advisers Act prior to the execution of this Agreement; and
(f) The Advisor and the Trust have duly entered into the Investment Advisory Agreement pursuant to which the Trust authorized the Advisor to delegate certain of its duties under the Investment Advisory Agreement to the investment managers, including without limitation, the appointment of a sub-advisor with respect to assets of the Fund and the Advisor’s entering into and performing this Agreement.
Representations and Warranties of Advisor. Advisor represents and warrants to the Company that (i) with respect to any information, know-how, knowledge or data disclosed by Advisor to the Company or any other third party in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same; and (ii) Advisor is free to undertake the Services required by this Agreement, and there is, and will be, no conflict of interest between Advisor’s performance of this Agreement and any obligation Advisor may have to other parties.
Representations and Warranties of Advisor. The Advisor hereby represents and warrants that as of the date of this Investment Advisory Agreement:
(a) The Advisor hereby acknowledges that it is registered as an investment adviser under the Investment Advisers Act.
(b) This Investment Advisory Agreement has been duly authorized, executed and delivered by the Advisor and constitutes its valid and binding obligation, enforceable against the Advisor in accordance with its terms; and
(c) No governmental authorizations, approvals, consents or filings are required in connection with the execution, delivery or performance of this Investment Advisory Agreement by the Advisor; the execution, delivery and performance of this Investment Advisory Agreement by the Advisor will not violate or result in any default under the Advisor's certificate of incorporation or bylaws (or equivalent constituent documents), any contract or other agreement to which the Advisor is a party or by which it may be bound or any statute or any rule, regulation or order of any government agency or body.
Representations and Warranties of Advisor. Advisor represents and warrants to Client that:
Representations and Warranties of Advisor. The Advisor represents and warrants to, and agrees with, the Underwriters and the Company, SCLP and Gibralt that:
(a) The Advisor has been duly organized and validly exists as a corporation in good standing under the laws of British Columbia, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Advisor has no subsidiaries. The Advisor is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, except where the failure to be so qualified would not (i) have, individually or in the aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, results of operations, condition (financial or otherwise) or prospects of the Advisor or (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “Advisor Material Adverse Effect”).
(b) The Advisor has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Advisor of the transactions therein contemplated and the fulfillment by the Advisor of the terms thereof will not require any consent, approval, authorization, or other order of any court, regulatory body, administrative agency or other governmental body.
(c) Neither the Advisor nor, to the Advisor’s knowledge, any affiliates of the Advisor, has taken or will take, directly or indirectly, any action designed to, or which has constituted, or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares.
(d) The Advisor is not and with the giving of notice or lapse of time or both, will not be, (i) in violation of its certificate of formation or bylaws, (ii) in violation of or in default under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound or (iii) in violation of any law, order, rule or regulation judgment, order, writ or decree applicable to the Advisor of any court or of any government, regulatory body or administrative agency or other governmental body...
Representations and Warranties of Advisor. Advisor hereby represents and warrants to Company, Company Operating Partnership, Company Subsidiaries and Sxxxxxxxxx as follows:
Representations and Warranties of Advisor. The Advisor represents and warrants to the Company that the Advisor has the power of disposition, including the authority to tender the Advisor Notes in the Tender Offer and to consent to the Proposed Amendments in the Consent Solicitation, with respect to all Advisor Notes, subject only to the rights of the Beneficial Owners to give specific instructions to the Advisor concerning the disposition of the Advisory Notes or to terminate such power of disposition. The Advisor is not the beneficial owner of any Notes.
Representations and Warranties of Advisor. Advisor hereby represents and warrants to the Company as follows: Advisor has full power and authority to enter into this Agreement, to enter into a consulting relationship with the Company and to otherwise perform this Agreement in the time and manner contemplated.
