Representations and Warranties of the Investment Adviser. The Investment Adviser represents and warrants to and agrees with Virtu as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 9(m), as of each Applicable Time and as of each Settlement Date (as defined below) as follows:
(a) The Investment Adviser has been duly formed and is validly existing in good standing under the laws of the State of California with the power and authority to own its property and to conduct its business as described in the Registration Statement and the Prospectus and enter into this Agreement and the Investment Advisory Agreement, as the case may be, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably expected to have a material adverse effect on the condition, financial or otherwise, or on the prospects, earnings, business or operations of the Investment Adviser, whether or not arising from transactions in the ordinary course of business of the Investment Adviser or under this Agreement (an “Adviser Material Adverse Effect”). The Investment Adviser has no wholly owned subsidiaries.
(b) The Investment Adviser is registered with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting as an investment adviser to the Company as contemplated by the Investment Advisory Agreement, Registration Statement and the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Investment Adviser, threatened by the Commission.
(c) This Agreement has been duly authorized, executed and delivered by the Investment Adviser. This Agreement and the Investment Advisory Agreement to which the Investment Adviser is a party comply in all material respects with the applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. Assuming the due and valid authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement to which the Investment Adviser is a party represents a valid and binding agreement of the Investment Adviser enforceable against the Investment Adviser in accordan...
Representations and Warranties of the Investment Adviser. The Investment Adviser hereby represents and warrants to Services on the Effective Date as follows, which representations and warranties in that case of Sections 7(a)-(g), 7(i) and 7(m)-(p) shall be deemed repeated at and as of all times during the term of this Agreement:
Representations and Warranties of the Investment Adviser. The Investment Adviser represents and warrants to and agrees with each of the Underwriters that:
Representations and Warranties of the Investment Adviser. The Investment Adviser represents and warrants to the Subadviser that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, (ii) it is duly organized and validly existing, and is authorized to enter into this Agreement and to perform its obligations hereunder; (iii) neither the execution or delivery of this Agreement by the Investment Adviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Investment Adviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Investment Adviser or any of its assets; (iv) the most recent Registration Statement or amendment, with respect to the disclosure about the Investment Adviser or information relating, directly or indirectly, to the Investment Adviser, contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact, which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (v) prior to the execution of this Agreement, it has received a copy of the Subadviser’s current Form ADV Part 2 and (vi) it has claimed an exemption from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the CFTC for each Fund.
Representations and Warranties of the Investment Adviser. The Investment Adviser hereby represents and warrants to Services on the Effective Date as follows, which representations and warranties in that case of Sections 7(a)-(g), 7(i) and 7(m)-(p) shall be deemed repeated at and as of all times during the term of this Agreement:
(a) Organization and Authority. The Investment Adviser is a limited liability company, duly organized, validly existing, and in good standing under the laws of Delaware, and has full power and authority to carry on its business as it has been and is conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Investment Adviser and have been duly authorized by all necessary corporate and other action, and constitute legal, valid and binding obligations enforceable against the Investment Adviser in accordance with their respective terms.
Representations and Warranties of the Investment Adviser. The Investment Adviser represents and warrants to the Agent that as of the date of this Agreement, any applicable Registration Statement Amendment Date, each Fund Periodic Report Date, each Applicable Time and each Settlement Date:
Representations and Warranties of the Investment Adviser. The Investment Adviser makes the following representations as of the date of this Agreement:
Representations and Warranties of the Investment Adviser. 9.1 The Investment Adviser represents and warrants that:
(A) it is validly existing, duly empowered and authorised to execute, deliver and perform this Agreement and to give effect to the transactions contemplated hereby;
(B) this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; and
(C) it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject in connection with the execution and performance of this Agreement.
Representations and Warranties of the Investment Adviser. The Investment Adviser represents and warrants to the Client that it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, that it has full power and authority to carry on its business as it has been and is conducted, and that is duly registered with the U.S. Securities and Exchange Commission as an investment adviser under the Act, and will maintain such registration throughout the term of this Agreement.
