Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:
Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser as follows:
Representations and Warranties of Adviser. The Adviser represents and warrants to the Trust as follows:
Representations and Warranties of Adviser. The Adviser represents, warrants and agrees as follows:
Representations and Warranties of Adviser. The Adviser represents and warrants to the Fund as follows:
Representations and Warranties of Adviser. The Adviser represents and warrants to the Trust as follows: The Adviser is registered as an investment adviser under the Advisers Act; The Adviser is a statutory trust duly organized, validly existing and in good standing 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; 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 on the part of its shareholders and/or trustees, 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; The Form ADV of the Adviser provided to the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained in such Form ADV 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.
Representations and Warranties of Adviser. ADVISER represents and warrants as follows:
Representations and Warranties of Adviser. Except with respect to matters set forth in the Adviser Disclosure Schedule, Adviser hereby represents and warrants to SLIC and PIF that:
Representations and Warranties of Adviser. The representations and warranties of Adviser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.1(f) shall be deemed to have been satisfied even if any such representations and warranties of Adviser are not so true and correct, without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of Adviser to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. SLIC and PIF shall have received a certificate signed on behalf of Adviser by an authorized officer of Adviser to the effect that the conditions set forth in this Section 8.1(f) have been satisfied.
Representations and Warranties of Adviser. Adviser represents and warrants to the Managing Broker-Dealer that:
