Representations and Warranties with Respect to the Adviser Sample Clauses

Representations and Warranties with Respect to the Adviser. The Adviser represents and warrants to and agrees with the Underwriters as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) herein, and as of each Option Closing Time (if any) referred to in Section 2(b) herein, as follows: (1) The Adviser is a limited partnership duly organized and validly existing in good standing under the laws of the State of Illinois, with full power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement, the Disclosure Package and the Prospectus 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, either alone or in the aggregate, does not have or would not reasonably be expected to have (A) a material adverse effect on the condition (financial or other), general affairs, business, properties, business prospects, net assets or results of operations, whether or not occurring in the ordinary course of business, of the Adviser (an "Adviser Material Adverse Effect") or (B) a Fund Material Adverse Effect. (2) The Adviser is duly 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 under the Advisory Agreement for the Fund as contemplated by the Registration Statement, the Disclosure Package or the Prospectus. There does not exist any proceeding which could have an Adviser Material Adverse Effect with respect to the registration of the Adviser with the Commission. (3) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser, threatened against the Adviser that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus but are not described as required or that could reasonably be expected to result in any Adviser Material Adverse Effect or that may have a material, adverse effect on the ability of the Adviser to perform its obligations under this Agreement or any of the Adviser Agreements. (4) Neither the execution, delivery or performance of this Agreement or any of the Adviser Agreements by the Adviser, nor the consummation by the Adviser of the transactions contemplated hereby or thereby (A) requires the Adviser t...

Representations and Warranties with Respect to the Adviser. The Adviser represents and warrants to and agrees with Jxxxx as of the date hereof, as of each Representation Date (as defined in Section 8(j) below)), as of each Settlement Date and as of each Applicable Time (as defined in Section 7(a)(2)) as follows:

Representations and Warranties with Respect to the Adviser. The Adviser represents and warrants to and agrees with Xxxxx as of the date hereof, as of each Representation Date (as defined in Section 7(j) below), and, except with respect to the last clause of Section 6(b)(vii), as of each Settlement Date and as of each Applicable Time, as follows: (i) It has been duly incorporated and is validly existing in good standing as a corporation under the laws of the United Kingdom, 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 is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so qualify, either alone or in the aggregate, does not have or would not reasonably be expected to have an Adviser Material Adverse Effect (as defined below) or a Fund Material Adverse Effect. (ii) It is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act, or the laws of the United Kingdom, from acting under the Advisory Agreement, the Sub-Advisory Agreement and the Memorandum of Understanding among the Adviser and Aberdeen Asset Managers Limited dated as of November 7, 2007 (“Memorandum of Understanding”) as contemplated by the Prospectus. (iii) It is duly licensed under the laws of the United Kingdom. (iv) It has full power and authority to enter into this Agreement, the Advisory Agreement, the Sub-Advisory Agreement and the Memorandum of Understanding; the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement, the Advisory Agreement, the Sub-Advisory Agreement and the Memorandum of Understanding, have been duly and validly authorized by the Adviser; and this Agreement, the Advisory Agreement, the Sub-Advisory Agreement and the Memorandum of Understanding, have been duly executed and delivered by the Adviser and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid and legally binding agreements of the Adviser, enforceable against the 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 the Adviser’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganizati...