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 Administrator represents and warrants to the Issuer and the Indenture Trustee as of the 2018-B Closing Date:
Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that:
a. It is a corporation, duly organized, existing and in good standing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority under applicable laws and by its organizational documents 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;
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;
f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Administrator or the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to the Administrator or the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.
g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that:
(1) The Trust is a business trust duly organized, existing and in good standing under ...
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 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 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 Trust that:
a. It is a Delaware corporation, duly organized, existing and in good standing under the laws of the State of Delaware;
b. It has the requisite power and authority to carry on its business in each jurisdiction in which it conducts business;
c. All requisite corporate actions have been taken to authorize it to enter into and perform its duties obligations under 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. The Administrator’s 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 Administrator represents and warrants to the Sub-Administrator that:
a. It is a limited liability company, duly organized, existing and in good standing under the laws of its state of formation;
b. It has the requisite power and authority under applicable laws and by its organizational documents 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;
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;
f. Where information provided by the Administrator, the Fund or the Fund’s Investors includes information that is identifiable to a natural person (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to maintain, use and disclose such Personal Information in accordance with applicable law and in the manner permitted by this Agreement, including Sections 9, 10 and 23 hereof. Except to the extent otherwise provided in this Agreement, the Sub-Administrator shall be kept indemnified by and be without liability to the Administrator or the Fund for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.
g. With respect to the Fund:
(1) The Fund is a limited liability company and is duly organized, existing and in good standing under the laws of the state of its formation; and
(2) The Fund is a wholly-owned and controlled subsidiary of MassMutual Private Equity Funds LLC, a Delaware limited liability company and a wholly-owned subsidiary of MassMutual AccessSM Pine Point Fund, Delaware statutory trust and closed-end management investment company registered under the 1940...
