Representations and Warranties of the Investment Manager. The Investment Manager represents to each Underwriter and, in the case of paragraph (f) also to the Fund, as follows:
(a) The Investment Manager has been duly formed, is validly existing as a limited liability company under the laws of the State of Delaware with full power and authority to conduct all of the activities conducted by it, to own or lease all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and Prospectus, and the Investment Manager is duly licensed and qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified, except to the extent that failure to be so qualified or be in good standing would not have a material adverse effect on the Investment Manager's ability to provide services to the Fund; and the Investment Manager owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Registration Statement and the Prospectus.
(b) The Investment Manager is (i) duly registered as an investment adviser under the Advisers Act and (ii) not prohibited by the Advisers Act or the Investment Company Act from acting as the investment adviser for the Fund as contemplated by the Investment Management Agreement, the Registration Statement and the Prospectus.
(c) The Investment Manager has, or at the relevant time had, full power and authority to enter into each of this Underwriting Agreement, the Investment Management Agreement and the Portfolio Management Agreement (collectively, this Underwriting Agreement, the Investment Management Agreement and the Portfolio Management Agreement being referred to as the "Investment Manager Agreements") and to carry out all the terms and provisions hereof and thereof to be carried out by it; and each Investment Manager Agreement has been duly and validly authorized, executed and delivered by the Investment Manager; none of the Investment Manager Agreements violates in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, each Investment Manager Agreement constitutes a legal, valid and binding obligation of the Investment Manager, enforceable in accordance with its terms, (i) subject, as to enforcement, to applicab...
Representations and Warranties of the Investment Manager. The Investment Manager represents, warrants and covenants as of the date hereof as to itself:
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants as follows as of the Closing Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants to the Dealer Manager that:
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants that: (a)it is duly registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended, and (b) it is duly licensed by the Securities and Futures Commission of Hong Kong, and that it will use its reasonable efforts to maintain effective such registration and license during the term of this Agreement.
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants to the Sub-Administrator that:
a. It is a Delaware limited liability company, duly organized, existing and in good standing under the laws of Delaware;
b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would impair the Investment Manager’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Investment Manager or any law or regulation applicable to it.
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants to the Sub-Administrator that:
a. It is a Delaware limited liability company, duly organized, existing and in good standing under the laws of the State of Delaware;
b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would impair the Investment Manager’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Investment Manager or any law or regulation applicable to it.
f. All information and documentation provided by the Investment Manager will comply with applicable laws and regulations, with agreements between the Investment Manager and third parties, and other obligations binding upon the Investment Manager.
g. It has the authority and applicable licenses to use and distribute any information and documentation it provides to the Sub-Administrator.
h. It shall use any information provided to it by the Sub-Administrator only for such purpose as may be contemplated under this Agreement.
i. To the extent necessary or appropriate for the performance of the services, the Investment Manager has or will acquire authorization or licenses from applicable third parties including without limitations information sources, clients and regulators.
Representations and Warranties of the Investment Manager a. The Investment Manager represents and warrants that:
(i) It is duly organized and validly existing under the laws of its place of organization
(ii) It is registered with the U.S. Securities and Exchange Commission as an investment adviser and is duly authorised to carry out its investment management business and to exercise its powers and obligations under this Agreement;
(iii) It shall notify the Company if its authorisation to act as an investment adviser is materially altered, revoked or suspended; and
(iv) It complies with all applicable laws, regulations and codes of conduct to which it is subject in carrying out its obligations under this Agreement.
b. The Company shall be entitled to rely on the foregoing as continuing representations and warranties by the Investment Manager until such time as the Investment Manager notifies the Company in writing to the contrary.
Representations and Warranties of the Investment Manager. The Investment Manager represents and warrants to the Client that:
(a) it is a limited liability company duly formed and validly existing under the Laws of its jurisdiction of organization;
(b) it has full capacity and authority to act as described in this Agreement; and
(c) it has duly and validly authorized, executed and delivered this Agreement, which is a valid and binding agreement of it enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity). The foregoing representations and warranties shall be continuing during the term of this Agreement, and the Investment Manager shall promptly notify the Client of any change in any of the foregoing representations and warranties that would materially adversely affect the Investment Manager’s ability to perform the services hereunder or, in the case of Section 4(c), the Client’s ability to enforce its rights hereunder.
Representations and Warranties of the Investment Manager. The Investment Manager hereby represents and warrants to Parent as follows:
