Representations and Warranties with Respect to the Investment Adviser Sample Clauses

Representations and Warranties with Respect to the Investment Adviser. The Investment 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)(vi), as of each Settlement Date and as of each Applicable Time, as follows: (i) It has been duly organized and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with full 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 Investment Adviser Material Adverse Effect (as defined below) or (B) 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 from acting under the Investment Advisory Agreement, as contemplated by the Prospectus. (iii) It has full power and authority to enter into this Agreement and the Investment Advisory Agreement; the execution and delivery of, and the performance by the Investment Adviser of its obligations under, this Agreement and the Investment Advisory Agreement have been duly and validly authorized by the Investment Adviser; and this Agreement and the Investment Advisory Agreement have been duly executed and delivered by the Investment Adviser and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid and legally binding agreements of the Investment Adviser, enforceable against the Investment 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 Investment 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 (regardless of whether enforceability is considered in a proceeding in equity or at law). (iv) It has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Pro...