Representations and Warranties by the Fund and the Adviser Sample Clauses

The 'Representations and Warranties by the Fund and the Adviser' clause sets out specific statements of fact and assurances made by both the fund and its adviser regarding their authority, compliance with laws, and the accuracy of information provided. Typically, this clause requires the fund and adviser to confirm that they are duly organized, have the legal power to enter into the agreement, and are not in violation of any relevant regulations or agreements. Its core practical function is to provide the other party with confidence that the fund and adviser are legally capable and authorized to fulfill their obligations, thereby reducing the risk of misrepresentation or undisclosed legal issues.
Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date referred to in Section 2(c) hereof, and as of each Option Closing Date (if any) referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to ▇▇▇▇▇ as of the date hereof and as of each Representation Date (as defined in Section 7(k) below), and agree with ▇▇▇▇▇, as follows:
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser represent and warrant to the Agent that as of the date of this Agreement, each Registration Statement Amendment Date (as defined in Section 7(j) below), each Fund Periodic Report Date (as defined in Section 7(j) below), each Fund Material Disclosure Date (as defined in Section 7(j) below), each Request Date (as defined in Section 7(j) below), each Applicable Time (as defined below) and each Settlement Date:
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to and agree with J▇▇▇▇ as of the date hereof, as of each Representation Date (as defined in Section 8(j) below), as of each Settlement Date and as of each Applicable Time (as defined in Section 7(a)(2)) as follows: (1) The Fund meets the requirements for the use of Form N-2 under the Securities Act and the Investment Company Act. The Registration Statement has been declared effective by the Commission under the Securities Act. Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto or filed pursuant to Rule 497 of the Securities Act complied when so filed in all material respects with the provisions of the Securities Act and the Investment Company Act. The Commission has not issued any order preventing or suspending the use of the Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose have been instituted or, to the knowledge of the Fund, are contemplated by the Commission. (2) (A) The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto shall become effective and as of the date hereof, as of the time of each sale of Placement Shares pursuant to this Agreement (the “Applicable Time”) and as of each Settlement Date, and (B) the Prospectus and any amendment or supplement thereto when filed with the Commission under Rule 497 of the Securities Act and as of the date hereof, as of each Applicable Time and as of each Settlement Date, complied or will comply in all material respects with the provisions of the Securities Act and the Investment Company Act, and each of the Registration Statement, as amended as of any such time, and the Prospectus did not or will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or any Prospectus Supplement or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to J▇▇▇▇ furnished to the Fund or the A...
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser represent and warrant to the Placement Agent as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, and agree with the Placement Agent, as follows:
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser represent and warrant to each Investor as of the date hereof and as of the Closing Time referred to in Section 3 hereof, and agree with the Investor, as follows:
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Representations and Warranties by the Fund and the Adviser. The Subadviser has no knowledge of any facts, circumstances or events that would cause any of the representations and warranties of the Fund and the Adviser set forth in Section 1(a) herein to be untrue in any respect.
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Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to W▇▇▇▇ Fargo Securities as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 6(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with W▇▇▇▇ Fargo Securities, as follows:
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Related to Representations and Warranties by the Fund and the Adviser

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California 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 Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of 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 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; (d) The Form ADV of the Adviser as provided to the Sub-Adviser 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 were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Adviser and the Administrator The Adviser and the Administrator, jointly and severally, represent to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agree with each Underwriter as follows:

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows: (a) The Advisor is registered as an investment adviser under the Advisers Act; (b) The Advisor is a corporation duly organized and validly existing 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; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of 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 Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement; (e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and (f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.