Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:
(a) The Sub-Advisor is registered as an investment adviser under the Advisers Act;
(b) The Sub-Advisor is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its partners and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and
(d) The Form ADV of the Sub-Advisor previously provided to the Advisor is a true and complete copy of the form as currently filed with the SEC and the information contained therein 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 are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.
Representations and Warranties of the Sub-Advisor. The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows:
(a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky], with full power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect.
(b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party.
(c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package.
(d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares.
(e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor...
Representations and Warranties of the Sub-Advisor. The Sub-Advisor hereby represents and warrants to the Advisor and the Trust as follows: (i) the Sub-Advisor is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
Representations and Warranties of the Sub-Advisor. As an inducement to the NSAM Sub-Advisor entering into this Agreement, the Sub-Advisor hereby represents and warrants to the NSAM Sub-Advisor that:
Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants that it is registered with the SEC under the Advisers Act. The Sub-Advisor will notify the Advisor immediately if the Sub-Advisor ceases to be so registered as an investment advisor. The Sub-Advisor further represents that the Sub-Advisor (a) is duly organized and validly existing under the laws of the country of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority to enter into and perform the services contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, and (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements or requirements under Australian law, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement. In addition, the Sub-Advisor represents that it has provided the Advisor and the Fund with a true and correct copy of the Sub-Advisor’s Form ADV in the entirety. The Sub-Advisor will furnish the Advisor from time to time with copies of all material amendments to its Form ADV, if any.
Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:
(a) The Sub-Advisor is authorized and regulated by the FCA and registered as an investment adviser under the Advisers Act;
(b) The Sub-Advisor is a private limited company, duly organized and validly existing under the laws of England and Wales, with the power to own and possess its assets and carry on its business as it is now being conducted; and
(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor.
Representations and Warranties of the Sub-Advisor. The Sub-Advisor hereby represents and warrants to the Advisor and the Trust as follows: (i) the Sub-Advisor is a corporation duly organized and in good standing under the laws of the State of Illinois and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the Securities and Exchange Commission (“SEC”) under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement. The Sub-Advisor represents that it will immediately notify Advisor as to any changes in its registration status or otherwise legal authority to act in the capacity as an investment adviser. The Sub-Advisor represents and warrants that it has financial resources, personnel and organizational means necessary to perform its obligations, including any liability and indemnification contemplated in Section 6, under this Agreement. Sub-Advisor acknowledges receipt of Advisor’s Form ADV. Services shall be in compliance with the provisions of the Agreement, the Act, the Advisers Act, and other applicable state and federal laws applicable to investment advisers. In providing the Services, Sub-Advisor will provide no services, information or guidance with respect to the securities of any individual company, including the securities of Advisor. Sub-Advisor shall not provide any accounting or legal advice.
Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents, warrants, and covenants with Ameriprise Financial for Ameriprise Financial’s benefit that, as of the date hereof:
Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each other Partner as follows as of the date hereof:
12.3.1 The Sub-Advisor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
12.3.2 The execution and delivery of the Transaction Documents have been duly and validly authorized by all necessary actions of the Sub-Advisor, and shall constitute the legal, valid and binding obligations of the Sub-Advisor enforceable against the Sub-Advisor in accordance with the terms hereof and thereof except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws related to or affecting the enforcement of creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
12.3.3 No consent, waiver, approval or authorization of or notice to any other Person (including any government entity) is required to be made, obtained or given by the Sub-Advisor in connection with the execution and delivery of this Agreement or any other Transaction Document except for those which have been heretofore obtained.
12.3.4 Neither the execution or delivery of this Agreement nor any other Transaction Document does or will, with or without the giving of notice, lapse of time or both, (i) violate or constitute a default under any term or provision of (A) any agreement to which the Sub-Advisor is a party or by which it is bound, or (B) any judgment, decree, order, statute, injunction, rule or regulation of a government entity applicable to the Sub-Advisor, or by which it or its assets or properties are bound, or (ii) result in the creation of any lien or encumbrance upon the Sub-Advisor or its assets.
12.3.5 The Sub-Advisor is a United States person within the meaning of Code Section 7701(a)(30).
