Representations and Warranties of the Advisers Sample Clauses

Representations and Warranties of the Advisers. Each of the Investment 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 follows: (a) Such Adviser is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation, with full corporate 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 any amendment or supplement to either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a material, adverse effect on the condition (financial or other), business, properties, net assets or results of operations of such Adviser. (b) Such Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Fund Agreements to which it is a party for the Fund or the Sub-Advisory Agreement as contemplated by the Registration Statement and the Prospectus (or any amendment or supplement thereto). (c) Such Adviser has full power and authority to enter into this Agreement, the Fund Agreements to which it is a party and the Sub-Advisory Agreement, the execution and delivery of, and the performance by such Adviser of its obligations under, this Agreement, the Fund Agreements to which it is a party and the Sub-Advisory Agreement have been duly and validly authorized by such Adviser; and this Agreement, the Fund Agreements to which it is a party and the Sub-Advisory Agreement have been duly executed and delivered by such Adviser and constitute the valid and legally binding agreements of such Adviser, enforceable against such Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of such Adviser's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles. (d) Such Adviser has the financial...

Representations and Warranties of the Advisers. Each of the Manager, LaSalle Securities U.S. and LaSalle Securities B.V., as applicable, severally as to itself only and not jointly or as to any other party, represents and warrants to, and agrees with, each Underwriter as follows: (a) Such Manager or Sub-Adviser, as the case may be, has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, each Preliminary Prospectus and the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Manager is duly registered as an investment adviser under the Advisers Act and the Manager is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Management Agreement, the Sub-Advisory Agreement and the Structuring Fee Agreement, LaSalle Securities U.S. is duly registered as an investment adviser under the Advisers Act and LaSalle Securities U.S. is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Sub-Advisory Agreement and the Delegation Agreement and LaSalle Securities B.V. is duly registered as an investment adviser under the Advisers Act and LaSalle Securities B.V. is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Delegation Agreement, as contemplated by each Preliminary Prospectus and the Prospectus. (c) The Manager has full power and authority to enter into this Agreement, the Management Agreement, the Sub-Advisory Agreement and the Structuring Fee Agreement , LaSalle Securities U.S. has full power and authority to enter into this Agreement, the Sub-Advisory Agreement and the Delegation Agreement and LaSalle Securities B.V. has full power and authority to enter into this Agreement and the Delegation Agreement; the execution and delivery of, and the performance by the Manager of its obligations under, this Agreement, the Management Agreement, the Sub-Advisory Agreement and the Structuring Fee Agreement have been duly and validly authorized by the Manager and the execution and delivery of, and the performance by LaSalle Securities U.S. of...

Representations and Warranties of the Advisers. Except with respect to matters set forth in the OTF Adviser Disclosure Schedule or the OTF II Adviser Disclosure Schedule, as applicable, each Adviser hereby represents and warrants with respect to itself and OTF II (in the case of OTF II Adviser) and OTF (in the case of OTF Adviser), severally and not jointly, to OTF II and OTF that:

Representations and Warranties of the Advisers. Except with respect to matters set forth in the OBDC Adviser Disclosure Schedule or the OBDE Adviser Disclosure Schedule, as applicable, each Adviser hereby represents and warrants with respect to itself and OBDE (in the case of OBDE Adviser) and OBDC (in the case of OBDC Adviser), severally and not jointly, to OBDE and OBDC that:

Representations and Warranties of the Advisers. Each of the Investment Adviser and the Subadviser, severally as to itself only and not jointly or as to any other party, represents and warrants to each Underwriter that, as of the date hereof or at such other time or times identified below: (a) Such Adviser is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, with full corporate 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 any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification. (b) Such Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting under the Investment Management Agreement for the Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding, to the best of such Adviser's knowledge after reasonable investigation, or any facts or circumstances the existence of which could lead to any proceeding which might adversely affect the registration of such Adviser with the Commission. (c) There are no legal or governmental proceedings pending or, to the knowledge of such Adviser, threatened against such Adviser, or to which such Adviser or any of its properties is subject, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them), but are not described as required or that may reasonably be expected to involve a prospective material adverse change, in the condition (financial or other), business, prospects, properties, assets or results of operations of such Adviser or on the ability of such Adviser to perform its obligations under this Agreement or under the Fund Agreements to which it is a party. (d) Such Adviser is not in violation of its corporate charter or by-laws, or other organizational documents, in default under any material agreement, indenture or instrument or in breach or violation of any judgment, decree, order, rule or regulation of any court or governmental or self-regulatory agency or body. (e) Nei...