Representations, Warranties and Covenants of the Sub-Adviser Clause Samples
The 'Representations, Warranties and Covenants of the Sub-Adviser' clause sets out the specific assurances and ongoing commitments that the sub-adviser makes to the other party in an agreement. Typically, this includes confirming that the sub-adviser is properly licensed, has the authority to enter into the agreement, and will comply with all applicable laws and regulations throughout the term of the contract. By clearly stating these obligations, the clause helps ensure that the sub-adviser is qualified and reliable, thereby protecting the interests of the other party and reducing the risk of legal or regulatory issues.
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership 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 Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, 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-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADV;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall p...
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents, warrants and covenants to the Adviser and to the Company as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement.
(b) The Sub-Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder.
(c) The Sub-Adviser shall have and will at all times maintain an adequate number of skilled and licensed employees to professionally carry out the services for which the Sub-Adviser is being engaged consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. In addition, the Sub-Adviser shall at all times maintain all necessary systems, equipment, software and other appropriate items available to perform such services, consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. The Sub-Adviser agrees that it shall maintain sufficient disaster recovery resources and systems to facilitate continuity of its business and that of the Company in the event of disruption affecting the business of the Sub-Adviser or the Company. Furthermore, the Sub-Adviser agrees that it shall notify the Adviser as soon as practicable of any event affecting the Sub-Adviser (including, without limitation, any change to the Sub-Adviser’s information technology systems or practices) that could have a material adverse effect on the ability of the Sub-Adviser to fulfill its duties or activities under this Agreement.
(d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, 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-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument bin...
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants that it is registered as an investment adviser under the Advisers Act on the effective date of this Agreement as set forth in Section 11 herein, and covenants that it shall maintain such registration until the expiration or termination of this Agreement. The Sub-Adviser agrees that its activities shall at all times comply in all material respects with all applicable federal and state laws governing its operations and investments. The Sub-Adviser agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company pursuant to Rule 17j-1 under the 1940 Act, as such code of ethics may be amended from time to time.
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser shall be registered as an investment adviser under the Advisers Act as of the Effective Date (as defined below) and shall maintain such registration;
(b) The Sub-Adviser is a limited liability company 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 Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no further action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
Representations, Warranties and Covenants of the Sub-Adviser