Common use of Representations and Warranties of the Client Clause in Contracts

Representations and Warranties of the Client. The Client represents and warrants to the Adviser that: (a) It is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona; (b) This Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding agreement of the Client, enforceable in accordance with its terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) The Client hereby represents and warrants that: (a) the Client beneficially owns all of the assets comprising each of the Accounts or has discretionary authority over such assets with authority to appoint an investment Adviser with respect to such assets; (b) there are no restrictions on the transfer, sale and/or public distribution of the assets comprising each Account; (c) the Client has appointed no other investment adviser with respect to the assets comprising the Accounts; and (d) the Client has previously furnished to the Adviser a copy of all applicable statutes and regulations, if any, regarding its authority to enter into this Agreement and to undertake the investments contemplated hereunder; and (d) The Client shall have full responsibility for payment of all taxes due on capital or income held or collected for the Accounts.

Representations and Warranties of the Client. The Client represents and warrants to the Adviser that: (a) It Each of NYMAGIC, New York Marine and Gotham is a corporation duly formed, validly existing and in good standing under the laws of the State of ArizonaNew York; (b) This Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding agreement of the Client, enforceable in accordance with its terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) The Client hereby represents and warrants that: (a) the Client beneficially owns all of the assets comprising each of the Accounts or has discretionary authority over such assets with authority to appoint an investment Adviser with respect to such assets; (b) there are no restrictions on the transfer, sale and/or public distribution of the assets comprising each Account; (c) the Client has appointed no other investment adviser with respect to the assets comprising the Accounts; and (d) the Client has previously furnished to the Adviser a copy of all applicable statutes and regulations, if any, regarding its authority to enter into this Agreement and to undertake the investments contemplated hereunder; and (d) The Client shall have full responsibility for payment of all taxes due on capital or income held or collected for the Accounts.

Representations and Warranties of the Client. The Client represents and warrants to the Adviser that: (a) It is a corporation duly formed, validly existing and in good standing under the laws of the State of ArizonaNew York; (b) This Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding agreement of the Client, enforceable in accordance with its terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) The Client hereby represents and warrants that: (a) the Client beneficially owns all of the assets comprising each of the Accounts or has discretionary authority over such assets with authority to appoint an investment Adviser with respect to such assets; (b) there are no restrictions on the transfer, sale and/or public distribution of the assets comprising each Account; (c) the Client has appointed no other investment adviser with respect to the assets comprising the Accounts; and (d) the Client has previously furnished to the Adviser a copy of all applicable statutes and regulations, if any, regarding its authority to enter into this Agreement and to undertake the investments contemplated hereunder; and (d) The Client shall have full responsibility for payment of all taxes due on capital or income held or collected for the Accounts.