Representations, Warranties and Covenants of Manager Sample Clauses

Representations, Warranties and Covenants of Manager. The Manager hereby represents and warrants to the Fund as follows:

Representations, Warranties and Covenants of Manager. The Manager represents and warrants that it is registered as an investment adviser under the Advisers Act. The Manager agrees that its activities shall at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, including the Investment Company Act and the Advisers Act. The Manager agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company pursuant to Rule 17j-1 under the Investment Company Act, as such code of ethics may be amended from time to time.

Representations, Warranties and Covenants of Manager. Manager represents, warrants, and covenants to Company, with the understanding Company is relying upon such representations, warranties, and covenants that (a) Manager has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Manager of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Manager; (c) upon execution and delivery of this Agreement by Manager, this Agreement will constitute the valid and binding obligation of Manager; (d) all information supplied by Manager or its agents to Company or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; and (e) Company will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Manager that is not designated in this Agreement as Manager.

Representations, Warranties and Covenants of Manager. Manager represents, warrants and covenants that: (a) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of Manager; (c) the execution, delivery and performance of this Agreement and the consummation of this Agreement will not constitute a default under any contract by which Manager or any of Manager’s assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; (d) it is registered as an investment advisor under the Advisers Act, and agrees that it will promptly notify Safeco of any change in this status; (e) the Services will be rendered with promptness and diligence and will be executed by qualified personnel in accordance with the practices and professional standards used by similar investment management firms performing services similar to the Services; (f) Manager is in compliance with all Laws applicable to it, will perform the Services in compliance with all applicable Laws (subject to the receipt of information to be provided to Manager hereunder), and has obtained and will maintain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (g) Manager will perform the Services in a manner that does not infringe upon the proprietary rights of any third party; (h) there is no outstanding litigation, arbitrated matter or other dispute to which Manager is a party which, if decided unfavorably to Manager, would have a material adverse effect on Manager’s ability to perform the Services; (i) Manager has not been, and is currently not, subject to any sanctions by the Securities and Exchange Commission or any other regulatory or administrative entity, except as disclosed in its Form ADV as of the Effective Date; (j) Manager maintains and will continue to maintain a disaster recovery and business continuity plan that is designed to permit Manager to recover from a disaster and continue providing services to its customers including Safeco. Manager has tested and will continue to update and test its plan on a regular basis to ensure that it is operational throughout the Term; and (k) as of the Effective Date, Manager is a wholly-owned subsidiary of BlackRock, Inc. and ...

Representations, Warranties and Covenants of Manager. Manager represents, warrants, and covenants to and with the Partnership that:

Representations, Warranties and Covenants of Manager. Manager covenants, represents and warrants to Parent as of the Effective Date and any date a Property becomes subject to this Agreement:

Representations, Warranties and Covenants of Manager. Manager represents, warrants, acknowledges, and covenants: 1) that it is and shall at all times remain an investment adviser registered under the Investment Advisers Act of 1940; 2) that it is an investment manager within the meaning of the Investment Advisers Act of 1940; 3) that it shall complete, obtain and perform all registrations, filings, approvals, authorizations, consents or examinations required by any governmental or regulatory authority for acts contemplated by this Agreement; and 4) that under this Agreement the Manager is a fiduciary with respect to the System and the System’s participants and beneficiaries. Manager represents and warrants that it has the right to enter into and to fully perform this Agreement upon the terms and conditions specified and that it has not granted and will not grant any right or interest to any person or entity which might derogate, encumber, or interfere with the rights granted to the System. The Manager represents and warrants that it has taken all requisite action (corporate, statutory, or otherwise) to approve the execution, delivery and performance of this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Manager enforceable in accordance with its terms.

Representations, Warranties and Covenants of Manager. Manager hereby represents, warrants and covenants to STAR as follows: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite power and authority to own and operate its business as presently conducted. (b) Manager has full power and authority to execute, deliver and perform this Agreement. he execution, delivery and performance of this Agreement have been duly authorized by Manager and no other action or proceeding in the part of Manager is necessary to authorize this Agreement or the performance thereof. This Agreement has been duly and validly executed and delivered by Manager and constitutes a legal, valid and binding obligation of Manager, enforceable in accordance with its terms. (c) The execution, delivery and performance of this Agreement by Manager will not (with or without the giving of notice or the lapse of time or both) (i) violate or require any consent or approval under any applicable provision of any order, injunction, rule, regulation or law; (ii) require any consent under, conflict with, constitute a default under, or otherwise violate the terms of any agreements, instruments or other obligations to which Manager is a party or by which it or any of its property may be bound or affected; or (iii) require any consent or approval by, notice to or registration with any governmental authority. In the event at any time during the term of this Agreement any consents, approvals, notices or registrations are required in connection with the performance of this Agreement, Manager shall take all necessary and appropriate steps to obtain or file such consents, approvals, notices or registrations.

Representations, Warranties and Covenants of Manager. 12.2.1 Manager represents and warrants as follows: (a) It has been duly organized, is an existing limited partnership in good standing under the laws of the State of Delaware and has all power and authority required to execute, deliver and perform this Agreement and has, or will obtain if required, all the licenses necessary to carry on its business as now being conducted and as contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary partnership action of Manager; (c) This Agreement constitutes a legal, valid and binding agreement of Manager, enforceable against Manager in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws affecting creditors’ rights from time to time in effect; (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with, or will result in a breach of any of the terms, conditions or provisions of, any legal restriction or any agreement or instrument to which Manager is now a party or by which it is bound, or constitutes a default under any of the foregoing; (e) There is no litigation pending or, to Manager’s knowledge, threatened, which, if determined adversely to Manager, would adversely affect the enforceability of this Agreement, or the ability of Manager to perform its obligations hereunder in accordance with the terms hereof or which would have a material adverse effect on the financial condition of Manager; and (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Manager of or compliance by Manager with this Agreement, or the consummation of the transactions contemplated by this Agreement, or, if required, such approval has been, or prior to the Effective Date will be, obtained.