Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement.
(b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.
Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company as follows:
(a) The Adviser will be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration during the term of this Agreement.
(b) The Adviser is an exempted limited company duly organized and validly existing under the laws of Bermuda with the power to own and possess its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement.
(d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV.
(e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement.
(f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which ...
Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows:
(a) The Adviser shall be registered as an investment adviser under the Advisers Act as of the Effective Date and shall maintain such registration;
(b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(d) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and
(e) The Adviser shall comply in all material respects with all requirements applicable to an investment adviser to a registered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.
Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants that it is registered as an investment adviser under the Advisers Act. the Adviser 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.
Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and the BDC (as applicable) as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration;
(b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder;
(c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV;
(e) The Adviser has duly entered into the Advisory Agreement and this Agreement;
(f) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 of the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-A...
Representations, Warranties and Covenants of the Adviser. A. The Adviser hereby represents and warrants to the Distributor that:
(i) this Agreement has been duly authorized by the Adviser and, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against it in accordance with its terms subject to bankruptcy, insolvency, reorganizations, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(ii) the contractual advisory fees that the Adviser charges the Client do not contain any component for the purpose of paying for fund distribution.
Representations, Warranties and Covenants of the Adviser. (i) The Adviser hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that this Agreement has been duly authorized by the Adviser and, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against it in accordance with the terms subject to bankruptcy, insolvency, reorganizations, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants as follows:
(a) The Adviser is a duly registered investment adviser under the Advisers Act and a duly registered investment adviser in all states in which the Adviser is required to be registered.
(b) The appointment of the Subadviser has been duly authorized by all necessary parties.
(c) The shares of the Portfolio are registered in accordance with the terms of the 1940 Act and the 1933 Act and are or will be registered or qualified for sale in each jurisdiction where the failure to so register or qualify would have a material adverse effect on the Trust or the Portfolio.
(d) The Registration Statement for the Portfolio contains, and any amendment will contain, no untrue statement of a material fact and does not, and any amendments will not, omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein not misleading.
(e) The Adviser will promptly notify the Subadviser of any proposed change in investment objective or strategy of the Portfolio which is approved by the Trust's Board of Trustees.
Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Company that:
(a) All references in the Offering Materials to itself and its affiliates and each of its managers, members, officers, directors, employees, partners and other applicable representatives are and shall be accurate in all material respects, and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) It has full capacity and authority to enter into this Agreement.
(c) It shall not by entering into this Agreement: (i) be required to take any action contrary to its formation documents or any applicable statute, law or regulation of any jurisdiction; or (ii) breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation to which it, or any of its members, officers, directors, employees, partners and other applicable representatives, is a party or by which it or they are/is bound which, in the case of (i) or (ii), would materially limit or materially adversely affect the ability of it or its Affiliates and each of its and their managers, members, officers, directors, employees, shareholders, partners and other applicable representatives to perform its duties under this Agreement.
(d) The Adviser has complied and will continue to comply in all material respects with all laws, rules, and regulations having application to its business, properties, and assets. Except to the extent otherwise disclosed to the Company, there are no actions, suits, proceedings, or investigations pending or threatened against the Adviser or its principals, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, any self-regulatory organization, or any exchange that might be material to an investor investing in shares of the Company (“Shares”). The foregoing representations and warranties shall be continuing during the term of this Agreement, and if at any time any of the foregoing representations or warranties become untrue or inaccurate, the Adviser shall promptly notify the Company in writing of that fact.
Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants, and covenants as follows:
