Common use of Representations of Subadviser Clause in Contracts

Representations of Subadviser. Subadviser represents, warrants and agrees that: (a) Subadviser is a limited liability corporation duly established, validly existing and in good standing under the laws of England and Wales, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (b) Subadviser is duly registered as an “investment adviser” under the Advisers Act; (c) the execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents, as may be amended from time to time; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.

Representations of Subadviser. Subadviser represents, warrants and agrees that: (a) Subadviser is a limited liability corporation partnership duly established, validly existing and in good standing under the laws of England and WalesWales , and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (b) Subadviser is duly registered as an “investment adviser” under the Advisers Act; (c) the execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documentslimited liability partnership agreement, as may be amended from time to time; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.

Representations of Subadviser. Subadviser represents, warrants and agrees that: (a) Subadviser is a limited liability corporation duly established, validly existing and in good standing under the laws of England and WalesMassachusetts, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (b) Subadviser is duly registered as an “investment adviser” under the Advisers Act; (c) the execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents, as may be amended from time to time; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.

Representations of Subadviser. Subadviser represents, warrants and agrees that: (a) Subadviser is a limited liability corporation partnership duly established, validly existing and in good standing under the laws of England and Walesthe United Kingdom, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (b) Subadviser is duly registered as an “investment adviser” under the Advisers Act; (c) the execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents, as may be amended from time to time; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.

Representations of Subadviser. Subadviser represents, warrants and agrees that: : (a) Subadviser is a limited liability corporation partnership duly established, validly existing and in good standing under the laws of England and WalesWales , and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; ; (b) Subadviser is duly registered as an “"investment adviser” " under the Advisers Act; ; (c) the execution, delivery and performance of this Agreement are within Subadviser’s 's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents's limited liability partnership agreement, as may be amended from time to time; ; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.

Representations of Subadviser. Subadviser represents, warrants and agrees that: (a) Subadviser is a limited liability corporation company duly established, validly existing and in good standing under the laws of England and Walesthe State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (b) Subadviser is duly registered as an “investment adviser” under the Advisers Act; (c) the execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents, as may be amended from time to timeAmended and Restated Operating Agreement; (d) no consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreementnecessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (e) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.