REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents and warrants to, and covenants and agrees with, the Company as follows:
(a) The Advisor, taking into account its own personnel and the personnel available to it through its Affiliates, has access to personnel trained and experienced in the business of acquisitions, leasing of hotels, asset management, financing, the ownership and dispositions of hotels and such other areas as may be necessary and sufficient to enable the Advisor to perform its obligations under this Agreement.
(b) The Advisor shall comply with all laws, rules, regulations and ordinances applicable to the performance of its obligations under this Agreement. Neither the Advisor nor any of its Affiliates is party to or otherwise bound by or, during the term of this Agreement (including any extension thereof), will become party to or otherwise bound by, any agreement that would restrict or prevent (i) the Advisor from performing any obligation contemplated by this Agreement or (ii) the Company from operating its business as proposed to be conducted, including, without limitation, acquiring any hotel in any geographic market in the United States or any foreign country.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor hereby represents and warrants, covenants and agrees to the Dealer Manager, as of the date hereof and at all times during the term of this Agreement (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Advisor only makes such representations and warranties as of such date or dates) as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor hereby represents and warrants to, and covenants with, the Fund as follows:
(a) the Advisor is registered as an investment adviser under the Advisers Act as of the effective date of this Agreement and shall maintain such registration so long as this Agreement remains in effect;
(b) the Advisor 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 Advisor of this Agreement are within the Advisor’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 Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;
(d) the Advisor has provided the Board of Directors of the Fund with a complete copy of its Form ADV, including Part 2A thereof, and will make available electronically to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADV;
(e) the Advisor will maintain a written code of ethics (the “Code of Ethics”) that complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), a copy of which will be provided to the Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Advisor will follow such Code of Ethics in performing its services under this Agreement. Upon written request, the Advisor also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Advisor has done to seek to ensure such compliance in the future. Annually, the Advisor will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Code of Ethics to the Fund. The Advisor shall notify the Fund promptly of any material violation of the Code o...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents and warrants to, and covenants and agrees with, the Company as follows:
(a) The Advisor, taking into account its own personnel and the personnel available to it through its Affiliates, has access to personnel trained and experienced in the business of acquisitions, leasing of hotels, asset management, financing, the ownership and dispositions of hotels and such other areas as may be necessary and sufficient to enable the Advisor to perform its obligations under this Agreement.
(b) The Advisor shall comply with all laws, rules, regulations and ordinances applicable to the performance of its obligations under this Agreement. Neither the Advisor nor any of its Affiliates is party to or otherwise bound by or, during the term of this Agreement (including any extension thereof), will become party to or otherwise bound by, any agreement that would restrict or prevent (i) the Advisor from performing any obligation contemplated by this Agreement or (ii) the Company from operating its business as proposed to be conducted, including, without limitation, acquiring any hotel in any geographic market in the United States or any foreign country. Notwithstanding anything in this Agreement to the contrary, in the event that, on or prior to the first anniversary of the Effective Date, the Company enters into the Credit Facility, then the Advisor hereby agrees to execute and deliver to the lenders thereunder such documents as are reasonably necessary to subordinate to such loan this Agreement, including without limitation, the Advisor’s interest in the Termination Fee or Liquidated Damages Amount to which the Advisor may become entitled hereunder, subject to such lenders granting to the Advisor non-disturbance rights that are acceptable to the Advisor in its reasonable discretion.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents and warrants to, and covenants and agrees with, the Company as follows:
(i) The Advisor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Advisor has all power and authority required to execute and deliver this Agreement.
(ii) The execution, delivery, and performance of this Agreement by the Advisor has been duly authorized by all necessary action on the part of the Advisor.
(iii) The Advisor, taking into account its own personnel and the personnel available to it through its Affiliates, has access to personnel trained and experienced in the business of acquisitions, leasing of hotels, asset management, financing, the ownership and dispositions of
(iv) The Advisor shall comply with all laws, rules, regulations and ordinances applicable to the performance of its obligations under this Agreement.
(v) Neither the Advisor nor any of its Affiliates is party to or otherwise bound by or, during the term of this Agreement (including any extension thereof), will become party to or otherwise bound by, any agreement that would restrict or prevent (a) the Advisor from performing any obligation contemplated by this Agreement or (b) the Company from operating its business as proposed to be conducted, including, without limitation, acquiring any hotel in any geographic market in the United States or any foreign country.
(vi) This Agreement constitutes a legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, receivership, and similar laws from time to time in effect and general principals of equity, including those relating to the availability of specific performance 15.05
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. (a) The Advisor represents and warrants to the Client that the Advisor has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement.
(b) The Advisor represents and warrants to the Client that this Agreement has been duly authorized, executed and delivered by the Advisor and is the legal, valid and binding agreement of the Advisor, enforceable against the Advisor in accordance with its terms.
(c) The Advisor’s execution of this Agreement and the performance of its obligations under this Agreement do not conflict with or violate any provisions of any governing documents of the Advisor, any applicable state or federal law, or any obligations by which the Advisor is bound, whether by contract, operation of law or otherwise.
(d) The Advisor shall maintain for itself a fidelity bond with respect its investment advisory activities for client accounts and shall provide evidence of such fidelity bond to ISJIT as may be requested from time to time.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents, warrants and covenants as follows:
(a) This Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a valid and binding obligation of the Advisor, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and to general principles of equity and except as rights to indemnity or contribution hereunder may be limited by Federal or state securities laws.
(b) The Advisor will participate in the Offering in accordance with all federal and state securities laws applicable to the Offering.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. (a) The Advisor represents, warrants and covenants that:
(i) The Advisor is a corporation duly organized and validly existing under the laws of the State of New York, is duly qualified to transact business as a foreign corporation under the laws of all jurisdictions in which such qualification is necessary for the purposes hereof and has full power and authority to perform its obligations under this Agreement and to act as described in the Registration Statement, Prospectus and Statement of Additional Information.
(ii) This Agreement has been duly and validly authorized, executed and delivered by the Advisor and, when executed and delivered by each of the other parties hereto, will be a valid and binding agreement of the Advisor enforceable in accordance with its terms. The performance of the Advisor's obligations and duties under this Agreement will not result in any violation or breach of default under or conflict with (A) the charter or by-laws of the Advisor or (B) any term or prevision of any undertaking, contract, agreement, statute, law, rule or regulation by which the Advisor is bound or to which it is a party, which in either case would limit or materially affect the performance of its duties under this Agreement;
(iii) All references to the Advisor, its principals and affiliates contained in the Registration Statement, Prospectus and Statement of Additional Information are complete and accurate in all material respects, and, as to each of them, the Registration Statement, Prospectus and Statement of Additional Information does not contain any misleading or untrue statement of a material fact or omit to state a material fact which is necessary to be stated therein in order to prevent the statements therein, in light of the circumstances under which they are mane, from being misleading;
(iv) Any use or distribution of the Registration Statement, Prospectus or Statement of Additional Information by the Advisor to date has complied with, and in the future will continue to comply with, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended (the "CE Act"), and the rules and regulations promulgated by the SEC and the CFTC under such statutes, and all applicable state securities and commodities laws, as well as the rules and regulations promulgated under such laws The fact that clients or affiliates of the Advisor become limited partners in the Fund shall not constitute a breach of the warranties, representa...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. 2.01. The Advisor represents and warrants on behalf of itself and the Trust that:
2.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it 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;
2.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;
2.01.03. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;
2.01.04. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, including without limitation, the terms of any exemptive relief with respect to the Funds the absence of which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;; and
2.01.05. to the extent that any representation and warranty made hereunder is pending as of the Effective Date, that each such pending representation and warranty shall be complied with upon the earlier of approval of all applicable regulatory filings required of the Trust, the Funds or the initial listing of the Funds with the Ne...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents and warrants to, and agrees with, the Company as follows:
(a) The Advisor agrees that, prior to Closing of the Offering and during the Term hereof, it shall not commence another offering of equity on behalf of any other insured depository or holding company thereof, that is headquartered in San Xxxx Obispo County, California.
