Representations of UBS Global AM Sample Clauses

Representations of UBS Global AM. UBS Global AM represents, warrants and agrees as follows:
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Representations of UBS Global AM. UBS Global AM represents that (i) the Trust was duly organized as a Delaware business trust under the laws of Delaware, (ii) the appointment of the Sub-Adviser has been duly authorized and (iii) the Trust has acted and will continue to act in conformity with the 1940 Act and other applicable laws.
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Representations of UBS Global AM. UBS Global AM represents, warrants and agrees that UBS Global AM (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) has the authority to enter into and perform the services contemplated by this Agreement; and (iii) will promptly notify Sub-Adviser of the occurrence of any event that would change the representations and warranties made.
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Representations of UBS Global AM. (a) UBS Global AM represents and warrants that it has full power and authority to enter into this Agreement on behalf of itself, the Trust and the Portfolio. UBS Global AM further represents that (a) the terms hereof do not violate any obligations of UBS Global AM, the Trust or the Portfolio, whether arising by contract, operation of law or otherwise; (b) when executed and delivered this Agreement will be binding upon UBS Global AM, the Trust and the Portfolio in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) all information that UBS Global AM has provided to the Sub-Adviser is accurate and that UBS Global AM will notify the Sub-Adviser immediately if any information UBS Global AM has provided to the Sub-Adviser becomes inaccurate.
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Representations of UBS Global AM. UBS GLOBAL AM represents, warrants and agrees that UBS GLOBAL AM (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Management Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by the Management Agreement; (iv) has the authority to enter into and perform the services contemplated by the Management Agreement and the execution, delivery and performance by UBS GLOBAL AM of the Management Agreement does not contravene or constitute a default under any agreement binding upon UBS GLOBAL AM; (v) has the authority to enter into this Agreement and appoint the Sub-Adviser as an investment sub-adviser to perform the services contemplated by this Agreement; (vi) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify UBS GLOBAL AM from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
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Related to Representations of UBS Global AM

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • Representations of the Borrower The Borrower represents and warrants that:

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

  • Representations of the Adviser The Adviser represents, warrants and agrees that:

  • REPRESENTATIONS OF CORPORATION During such time as the Option remains outstanding and unexpired, the Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of the Corporation’s $.001 par value common stock that are subject to the Option.

  • Representations of Lender Lender represents and warrants to Bank that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; and (v) it is entitled to receive all interest, dividends and other distributions (including, but not limited to, payments made by the depositary in connection with American Depositary Receipts and Global Depositary Receipts) ("Distributions") made by the issuer with respect thereto. Lender shall promptly identify to Bank by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).

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