THE FUND'S REPRESENTATIONS AND WARRANTIES. Except as disclosed in the disclosure letter, dated the date of this Agreement, delivered to Newco and Great Elm concurrently with the execution and delivery of this Agreement, each of the Funds, severally and not jointly, represents and warrants to Newco and Great Elm as follows:
THE FUND'S REPRESENTATIONS AND WARRANTIES. Each Fund severally and not jointly represents and warrants to the Company as follows:
THE FUND'S REPRESENTATIONS AND WARRANTIES. The Fund represents and warrants to and agrees with the Partnership as follows: (a) The Fund is a business trust duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has power to carry on its business as it is now being conducted and to carry out this Agreement. (b) The Fund is registered under the 1940 Act as an open-end, non-diversified, management investment company, and such registration has not been revoked or rescinded and is in full force and effect. (c) Except as shown on the balance sheet of the Fund included as part of its Registration Statement on Form N-1A and as incurred in the ordinary course of the Fund's business since the date of such balance sheet, the Fund has no known liabilities of a material amount, contingent or otherwise, and there are no material legal, administrative or other proceedings pending or threatened against the Fund. (d) At the Exchange Date, the Fund Shares to be issued to the Partnership (the only Fund Shares to be issued as of the Exchange Date, except for the initial capital of the Fund) will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and non-assessable by the Fund. No Fund shareholder will have any preemptive right of subscription or purchase in respect thereof. 4.
THE FUND'S REPRESENTATIONS AND WARRANTIES. The Fund represents and warrants to Adviser that:
THE FUND'S REPRESENTATIONS AND WARRANTIES. The Fund represents and warrants to the Company as follows:
