Representations, Warranties and Covenants of Manager. The Manager hereby represents and warrants to the Company as follows:
Representations, Warranties and Covenants of Manager. The Manager hereby represents and warrants to the Fund as follows:
Representations, Warranties and Covenants of Manager. The Manager represents and warrants that it is registered as an investment adviser under the Advisers Act. The Manager agrees that its activities shall at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, including the Investment Company Act and the Advisers Act. The Manager agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company pursuant to Rule 17j-1 under the Investment Company Act, as such code of ethics may be amended from time to time.
Representations, Warranties and Covenants of Manager. Manager represents, warrants, and covenants to Company, with the understanding Company is relying upon such representations, warranties, and covenants that (a) Manager has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Manager of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Manager; (c) upon execution and delivery of this Agreement by Manager, this Agreement will constitute the valid and binding obligation of Manager; (d) all information supplied by Manager or its agents to Company or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; and (e) Company will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Manager that is not designated in this Agreement as Manager.
Representations, Warranties and Covenants of Manager. (a) Manager hereby represents and warrants to, and agrees with, Client that: (i) Manager shall use commercially reasonable efforts to become duly registered as an investment adviser under the Advisers Act (“Advisers Act Registration”), no later than the deadline imposed by the SEC under the Private Fund Investment Advisers Registration Act of 2010 or such earlier time as Advisers Act Registration may be required; (ii) Manager, (A) prior to its Advisers Act Registration becoming effective, shall at all times act in accordance with, and be subject to the same duties and obligations with respect to Client and the Managed Assets as if Manager was registered as an investment adviser under, the Advisers Act (except that Manager need not comply with the requirements that it complete, file with the SEC and deliver to its clients, as applicable, Parts 1 and 2 of Form ADV) and, (B) after its Advisers Act Registration is effective and for the term of this Agreement, shall remain duly registered as an investment adviser under the Advisers Act; (iii) this Agreement has been duly authorized, executed and delivered by Manager and constitutes Manager’s legal, valid and binding obligation; (iv) the execution and delivery by Manager of, and compliance by Manager with, this Agreement, and the performance by Manager of the services hereunder, and the transactions and agreements which Manager enters into on behalf of Client with any counterparty pursuant to this Agreement will not violate the constituent documents of, or any material law, rule, regulation, order, decree or judgment binding on Manager, or any material contractual restriction binding on or affecting Manager or its properties and no governmental or other notice or consent is required in connection with the execution or delivery of this Agreement by Manager or, to Manager’s knowledge, of any agreements governing or relating to Manager’s obligations hereunder; and (v) Manager shall at all times act in accordance with (x) this Agreement (unless otherwise agreed to in advance by Client) and (y) any provision of Applicable Law, including by maintaining all necessary licenses, permits, requirements and other authorizations from the SEC and any other Governmental Authority.
(b) Manager hereby covenants not to enter into any transaction or agreement on behalf of Client pursuant to this Agreement which Manager knows could result in a violation of applicable law.
Representations, Warranties and Covenants of Manager. Manager covenants, represents and warrants to Parent as of the Effective Date and any date a Property becomes subject to this Agreement:
Representations, Warranties and Covenants of Manager. Manager represents, warrants, and covenants to and with the Partnership that:
Representations, Warranties and Covenants of Manager. Manager hereby represents and warrants to Licensee and Tenant as follows:
Representations, Warranties and Covenants of Manager. Manager represents, warrants, acknowledges, and covenants: 1) that it is and shall at all times remain an investment adviser registered under the Investment Advisers Act of 1940; 2) that it is an investment manager within the meaning of the Investment Advisers Act of 1940; 3) that it shall complete, obtain and perform all registrations, filings, approvals, authorizations, consents or examinations required by any governmental or regulatory authority for acts contemplated by this Agreement; and 4) that under this Agreement the Manager is a fiduciary with respect to the System and the System’s participants and beneficiaries. Manager represents and warrants that it has the right to enter into and to fully perform this Agreement upon the terms and conditions specified and that it has not granted and will not grant any right or interest to any person or entity which might derogate, encumber, or interfere with the rights granted to the System. The Manager represents and warrants that it has taken all requisite action (corporate, statutory, or otherwise) to approve the execution, delivery and performance of this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Manager enforceable in accordance with its terms.
Representations, Warranties and Covenants of Manager. Manager represents and warrants and covenants to Owner that (i) it shall not make any agreement, commitment, grant or assignment, or do, or omit to do, any act or thing, that could or might interfere or impair the enjoyment by Owner of any rights granted hereunder and (ii) the terms and conditions of any agreement to which Manager (or its Affiliates) is a party do not materially prohibit, restrict or conflict with the rights granted to Owner or the obligations of Manager hereunder.
