Representations and Warranties by the Fund and the Manager Clause Samples
The 'Representations and Warranties by the Fund and the Manager' clause sets out specific statements of fact and assurances made by both the fund and its manager regarding their authority, compliance with laws, and the accuracy of information provided. Typically, this clause requires the fund and manager to confirm that they are duly organized, have the legal power to enter into the agreement, and that all disclosures made to investors are true and complete. Its core function is to provide assurance to the other party—often investors or counterparties—that the fund and manager meet certain legal and operational standards, thereby allocating risk and establishing a basis for recourse if these statements prove false.
Representations and Warranties by the Fund and the Manager. The Fund and the Manager, jointly and severally, represent and warrant to and agree with ▇▇▇▇▇ as of the date hereof, as of each Representation Date (as defined in Section 8(i) below) as follows, unless such representation, warranty or agreement specifies a different date or time:
(1) The Original Registration Statement has been declared effective by the Commission under the Securities Act as of the date hereof. The Registration Statement is effective under the Securities Act as of each Representation Date. 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 424 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 when filed with the Commission under Rule 424 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 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 and the Prospectus made in reliance upon and in conformity with information relating to ▇▇▇▇▇ furnished to the Fund or the Manager by or on behalf of ▇▇▇▇▇ for use therein.
(3) The Incorporated Documents, as of their respective filing dates with the Commission, as of the date hereof, as of each App...
Representations and Warranties by the Fund and the Manager. The Fund, and the Manager, 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:
Representations and Warranties by the Fund and the Manager. The Subadviser is not aware of any facts, circumstances or events that would cause any of the representations and warranties of the Fund or the Manager set forth in Sections 1(a)(vii), 1(a)(x), 1(a)(xii), 1(a)(xx), 1(a)(xxi), 1(a)(xxv), 1(a)(xxvi), 1(a)(xvii) and 1(a)(xxx) hereof to be untrue in any respect.