Representations and Warranties of the Administrator. The Administrator represents and warrants to the Issuer and the Indenture Trustee as follows:
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair the Administrator’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it.
Representations and Warranties of the Administrator. The Company hereby represents and warrants to the Advisor and the Administrator that:
a. The Administrator is, and at all times during the term of this Agreement and/or the Advisory Agreement will be, a formed and validly existing corporation in good standing under the laws of the State of Delaware and is, and at all times during the term of this Agreement and/or the Advisory Agreement will be, in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to act as Administrator of the Company and to perform its obligations hereunder and/or under the Advisory Agreement, and each has full capacity and authority to conduct its business and to perform its obligations under this Agreement and/or the Advisory Agreement.
b. Each of this Agreement and the Advisory Agreement has been validly authorized, executed and delivered on behalf of the Administrator, is a valid and binding agreement of the Administrator, and is enforceable in accordance with its terms. The performance of the Administrator’s respective obligations under this Agreement and under the Advisory Agreement, and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, are not contrary to the provisions of their respective organizational documents, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Administrator, is a party or by which the Administrator is bound.
c. The Administrator has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Agreement and/or under the Advisory Agreement including, without limitation, the Administrator’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA, and will maintain and renew any required licenses, registrations, approvals or memberships during the term of this Agreement and/or the Advisory Agreement.
d. There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to whi...
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Issuer and the Indenture Trustee as of the 2023-A Closing Date:
Representations and Warranties of the Administrator. The Administrator hereby represents and warrants to the Fund as follows:
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that:
a. It is a statutory trust, duly organized, existing and in good standing under the laws of the State of Delaware;
b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into, perform and receive services pursuant to this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into, perform and receive services pursuant to this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement;
e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and
f. With respect to each Fund:
(1) It is duly organized, existing and in good standing under the laws of the state of its formation;
(2) It is an investment company properly registered with the SEC under the 1940 Act;
(3) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; and
(4) As of the effective date of this Agreement, all necessary filings under the securities laws of the state in which the Fund offers or sells its shares have been made.
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair the Administrator’s ability to perform its duties and obligations under this Agreement;
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and
f. The various procedures and systems which it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and the Administrator’s records, data equipment facilities and other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time to time as it may deem reasonably necessary for the secure performance of its obligations hereunder.
g. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
h. It will comply with all laws applicable to the Administrator with respect to its provision of services under this Agreement.
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that:
a. It is a Delaware limited liability company, duly organized, existing and in good standing under the laws of Delaware;
b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it.
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the organizational power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite organizational proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it. The Administrator further represents and warrants that it will promptly notify the Fund if any of the above ceases to be true or if it is unable to perform any of its obligations under this Agreement for any reason.
Representations and Warranties of the Administrator. The Administrator makes the following representations:
