REPRESENTATIONS AND WARRANTIES OF THE SUB. ADMINISTRATOR The Sub-Administrator represents and warrants to the Advisor that:
REPRESENTATIONS AND WARRANTIES OF THE SUB. ADVISOR 16 11.01Skilled Personnel and Adequate Staffing 16 11.02Litigation 16 11.03No Violation 17 11.04Conflict 17 11.05Salaries 17 Article 12 COVENANTS OF THE SUB-ADVISOR 17 12.01Fulfillment of Obligations 17 12.02 Delegation 17 12.03Standard of Care 18 12.04Key Persons 18 12.05Maintenance of Personnel and Staff 18 12.06Cooperation 18 12.07Performance Monitoring 19 12.08Records and Report 19 12.09No Violations or Investigations 19 12.10Cooperation 19 Article 13 COVENANTS OF THE ADVISOR AND THE NSAM SUB-ADVISOR 20 Article 14 INTELLECTUAL PROPERTY RIGHTS 20 Article 15 LIMITATIONS ON ACTIVITIES 21 Article 16 ASSIGNMENT 21 Article 17 INDEMNIFICATION 21 17.01Indemnification of the Sub-Advisor 21 17.02Limitation on Indemnification 22 17.03Limitation on Payment of Expenses 22 17.04Indemnification of the NSAM Sub-Advisor, the Company and the Operating Partnership 23 17.05 No Rights Created 23 Article 18 BANK ACCOUNTS 23 Article 19 NON- SOLICITATION 23 Article 20 MISCELLANEOUS 24 20.01Survival 24 20.02Notices 24 20.03Modification 26 20.04Severability 26 20.05Construction 26 20.06Entire Agreement 27 20.07Waiver 27 20.08Gender 27 20.09Titles Not to Affect Interpretation 27 20.10Counterparts. 27 20.11Confidentiality 27 20.12Disagreement as to Computations 28 20.13Third Party Beneficiary 28 SUB-ADVISORY AGREEMENT THIS SUB-ADVISORY AGREEMENT (this “Agreement”), dated as of February [•] 2015, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NSAM Luxembourg S.à.x.x., a Luxembourg société à responsabilité limitée (the “NSAM Sub-Advisor”), NSAM J-NS/RXR Ltd, a Jersey limited company (the “Advisor”), RXR NTR Sub-Advisor LLC, a Delaware limited liability company (the “Sub-Advisor”), and only with respect to the obligations pursuant to Articles 4, 5, 9, 16, 17 and 19 and Sections 3.04 and 20.03, NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), and only with respect to Article 17 and Section 20.03, NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.
REPRESENTATIONS AND WARRANTIES OF THE SUB. Adviser, to add one paragraph to the end of said section.
REPRESENTATIONS AND WARRANTIES OF THE SUB. To induce OmniAmerica, OmniAmericaSub and OmniPartners to enter into this Agreement and to consummate the transactions contemplated hereby, the Sub represents and warrants to OmniAmerica, OmniAmericaSub and OmniPartners as of the date hereof as follows (each such representation and warranty being qualified in its entirety by the disclosures set forth in the Disclosure Schedule, which such disclosures shall correspond to the following sections and subsections):
REPRESENTATIONS AND WARRANTIES OF THE SUB. Transfer Agent --------------------------------- ---------------------- The Sub-Transfer Agent represents and warrants to the Transfer Agent that:
REPRESENTATIONS AND WARRANTIES OF THE SUB. ADMINISTRATOR The Sub-Administrator represents and warrants to the Trust that:
REPRESENTATIONS AND WARRANTIES OF THE SUB. The Sub hereby represents ----------------------------------------- and warrants to the Parent that, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE SUB. The Sub represents and warrants to each of the Stockholders that the Sub has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Sub of this Agreement and the consummation by the Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Sub and no other corporate action on the part of the Sub is necessary to authorize the execution, delivery or performance by the Sub of this Agreement and the consummation by the Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Sub and is a valid and binding agreement of the Sub, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally.
REPRESENTATIONS AND WARRANTIES OF THE SUB. ADVISOR As an inducement to the Colony NorthStar Sub-Advisor entering into this Agreement, the Sub-Advisor hereby represents and warrants to the Colony NorthStar Sub-Advisor that: 11.01
