Common use of Survival of Representations and Warranties; Duty to Update Information Clause in Contracts

Survival of Representations and Warranties; Duty to Update Information. (a) All representations and warranties made by the Sub-Adviser and the Adviser pursuant to Sections 4 and 5, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true. (b) The Sub-Adviser shall promptly notify the Fund and the Adviser in writing: (i) upon receiving notice that a governmental authority, agency or body intends to investigate it or any of its affiliated persons (as defined in the 1000 Xxx) under any law, rule, or regulation applicable to the Sub-Adviser or its affiliated persons (as defined in the 1000 Xxx) in connection with its investment activities, including any routine examination or proceeding in the ordinary course of business; (ii) of any change in the Sub-Adviser’s investment professionals that have provided services to the Fund hereunder; (iii) of any prospective change in approach to the Sub-Adviser’s management of and recommendations with respect to the Allocated Portion; (iv) of any other material change in the Sub-Adviser’s business activities or circumstances that could reasonably be expected to adversely affect the Sub-Adviser’s ability to discharge its obligations under this Agreement; and (v) of any actual, anticipated or contemplated change in ownership of the Sub-Adviser or its affiliates constituting, or that would reasonably be expected to constitute, an “assignment” of this Agreement for purposes of the 1940 Act.

Survival of Representations and Warranties; Duty to Update Information. (a) All representations and warranties made by the Sub-Adviser and the Adviser pursuant to Sections 4 and 5, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer truetrue in any material respect. (b) The Sub-Adviser shall promptly notify the Fund and the Adviser in writing: (i) upon receiving notice that a governmental authority, agency or body intends to investigate it or any of its affiliated persons (as defined in the 1000 Xxx) under any lawdirectors, rule, officers or regulation applicable to the Sub-Adviser or its affiliated persons (as defined in the 1000 Xxx) employees in connection with its investment activities, including any routine examination or proceeding in the ordinary course of businessbusiness (any such matter, an “Investigation), to the extent that such Investigation is reasonably likely to adversely impact the Fund or the Sub-Adviser’s ability to perform its services hereunder; (ii) of any change in the portfolio managers of the Sub-Adviser’s investment professionals that have provided Adviser providing services to the Fund hereunder;; and (iii) of any prospective material change in approach to the Sub-Adviser’s management of and recommendations with respect to the Allocated Portion;Fund’s assets that are inconsistent in any material respect with the Fund’s investment guidelines. (iv) of any other material change in the Sub-Adviser’s business activities or circumstances that could reasonably be expected to materially adversely affect the Sub-Adviser’s ability to discharge its obligations under this Agreement; and (v) of any actual, anticipated or contemplated the execution of a definitive agreement that provides for a change in ownership of the Sub-Adviser or its affiliates constituting, or that would reasonably be expected to constitute, an “assignment” of this Agreement for purposes of the 1940 Act.

Survival of Representations and Warranties; Duty to Update Information. (a) All representations and warranties made by the Sub-Adviser and the Adviser Fund pursuant to Sections 4 3 and 54, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true. (b) The Sub-Adviser shall promptly notify the Fund and the Adviser Board in writing: (i) upon receiving notice that a governmental authority, agency or body is investigating or intends to investigate it or any of its affiliated persons (as defined in the 1000 Xxx) under any lawdirectors, rule, officers or regulation applicable to the Sub-Adviser or its affiliated persons (as defined in the 1000 Xxx) employees in connection with its investment activitiesthe services provided to the Allocated Assets, including any routine examination or proceeding in the ordinary course of business; (ii) of any change in the Sub-Adviser’s investment professionals that have provided portfolio managers of the Adviser who provide services to the Fund hereunder; (iii) of any prospective material change in approach to the Sub-Adviser’s management of and recommendations with respect to the Allocated PortionAssets; (iv) of any other material change in the Sub-Adviser’s business activities or circumstances that could reasonably be expected to materially adversely affect the Sub-Adviser’s ability to discharge its obligations under this Agreement; and (v) of any actual, anticipated anticipated, or contemplated change in ownership of the Sub-Adviser or its affiliates constituting, or that would reasonably be expected to constitute, an “assignment” of this Agreement for purposes of the 1940 Act.

Survival of Representations and Warranties; Duty to Update Information. (a) All representations and warranties made by the Sub-Adviser and the Adviser pursuant to Sections 4 and 5, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer truetrue in any material respect. (b) The Sub-Adviser shall promptly notify the Fund and the Adviser in writing: (i) upon receiving notice that a governmental authority, agency or body intends to investigate it or any of its affiliated persons (as defined in the 1000 Xxx) under any lawdirectors, rule, officers or regulation applicable to the Sub-Adviser or its affiliated persons (as defined in the 1000 Xxx) employees in connection with its investment activities, including any routine examination or proceeding in the ordinary course of businessbusiness (any such matter, an “Investigation”), to the extent that such Investigation is reasonably likely to materially adversely impact the Fund or the Sub-Adviser’s ability to perform its services hereunder; (ii) of any change in the portfolio managers of the Sub-Adviser’s investment professionals that have provided Adviser providing services to the Fund hereunder; (iii) of any prospective material change in approach to the Sub-Adviser’s management of and recommendations with respect to the Allocated PortionFund’s assets that is inconsistent in any material respect with the Investment Guidelines; (iv) of any other material change in the Sub-Adviser’s business activities or circumstances that could reasonably be expected to materially adversely affect the Sub-Adviser’s ability to discharge its obligations under this Agreement; and (v) of any actual, anticipated or contemplated the execution of a definitive agreement that provides for a change in ownership of the Sub-Adviser or its affiliates constituting, or that would reasonably be expected to constitute, an “assignment” of this Agreement for purposes of the 1940 Act.

Survival of Representations and Warranties; Duty to Update Information. (a) All representations and warranties made by the Sub-Adviser and the Adviser pursuant to Sections 4 and 5, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true. (b) The Sub-Adviser shall promptly notify the Fund and the Adviser in writing: (i) upon receiving notice that a governmental authority, agency or body intends to investigate it or any of its affiliated persons (as defined in the 1000 Xxx) under any lawdirectors, rule, officers or regulation applicable to the Sub-Adviser or its affiliated persons (as defined in the 1000 Xxx) employees in connection with its investment activities, including any routine examination or proceeding in the ordinary course of businessbusiness (any such matter, an “Investigation), to the extent that such Investigation is reasonably likely to impact the Fund or the Sub-Adviser’s ability to perform its services hereunder; (ii) of any change in the portfolio managers of the Sub-Adviser’s investment professionals that have provided Adviser providing services to the Fund hereunder; (iii) of any prospective material change in approach to the Sub-Adviser’s management of and recommendations with respect to the Allocated PortionFund’s assets; (iv) of any other material change in the Sub-Adviser’s business activities or circumstances that could reasonably be expected to materially adversely affect the Sub-Adviser’s ability to discharge its obligations under this Agreement; and (v) of any actual, anticipated or contemplated change in ownership of the Sub-Adviser or its affiliates constituting, or that would reasonably be expected to constitute, an “assignment” of this Agreement for purposes of the 1940 Act.