Common use of Agent’s Representations Clause in Contracts

Agent’s Representations. The Agent represents to, and covenants and agrees with, Party A on and as of the date hereof and on each date on which a Transaction is entered into and regardless of whether such Transaction or any portion thereof has been finally allocated to the Fund that: (i) it is duly incorporated and validly existing under the laws of its place of incorporation; (ii) it is "commodity trading advisor" or a "commodity pool operator" registered under the Commodity Exchange Act, as amended, and all similar state laws under which it is required to be registered or is exempt from any such registration, and it maintains the records required by, and complies in all other material respects with, all such laws; (iii) the Agent represents (a) that it is entering into this Agreement and each Transaction on behalf of the Fund as agent; (b) the persons executing this Agreement on its behalf have been authorized to do so; (c) that it has the power and the authority to execute and deliver this Agreement as agent for the Fund and to bind the Fund and to act on its behalf in all matters related to this Agreement; and (d) this Agreement is binding upon the Fund and enforceable against the Fund in accordance with its terms and does not and will not violate the terms of any agreement by which the Fund is bound; (iv) it will enter into a Transaction only when the assets in the accounts of the Fund under its control are sufficient to meet the obligations resulting from such Transaction; (v) pursuant to the Investment Management Agreement the Fund authorized it to take all action with respect to Transactions on behalf of the Fund, including, without limitation, opening accounts with Party A on behalf of the Fund; it has examined all applicable trust instruments, corporate charters, by-laws or authorizations, partnership agreements, trust indentures or other authorizing documentation of the Fund and is satisfied that the person or persons signing the Investment Management Agreement were themselves properly authorized by the Fund; (vii) it agrees to indemnify Party A and Party A's Affiliates, to the fullest extent permitted by law, from and against any loss, liability, cost, claim, action, demand or expense (including, without limitation, the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or consequential, resulting from, arising out of or relating to (i) any claim by Party B that any Transaction entered into by the Agent on Party B's behalf was not suitable, (ii) any claim by Party B that any Transaction entered into by the Agent on Party B's behalf was without authority, and (iii) any breach by the Agent of any representation, warranty, covenant or agreement contained herein.

Agent’s Representations. The Agent represents to, and covenants and agrees with, Party A on and as of the date hereof and on each date on which a Transaction is entered into and regardless of whether such Transaction or any portion thereof has been finally allocated to the Fund that: (i) it is duly incorporated and validly existing under the laws of its place of incorporation; (ii) it is "commodity trading advisor" or a "commodity pool operator" registered under the Commodity Exchange Act, as amended, and all similar state laws under which it is required to be registered or is exempt from any such registration, and it maintains the records required by, and complies in all other material respects with, all such laws; (iii) the Agent represents (a) that it is entering into this Agreement and each Transaction on behalf of the Fund as agent; (b) the persons executing this Agreement on its behalf have been authorized to do so; (c) that it has the power and the authority to execute and deliver this Agreement as agent for the Fund and to bind the Fund and to act on its behalf in all matters related to this Agreement; and (d) this Agreement is binding upon the Fund and enforceable against the Fund in accordance with its terms and does not and will not violate the terms of any agreement by which the Fund is bound; (iv) it will enter into a Transaction only when the assets in the accounts of the Fund under its control are sufficient to meet the obligations resulting from such Transaction; (v) pursuant to the Investment Management Agreement the Fund authorized it to take all action with respect to Transactions on behalf of the Fund, including, without limitation, opening accounts with Party A on behalf of the Fund; it has examined all applicable trust instruments, corporate charters, by-laws or authorizations, partnership agreements, trust indentures or other authorizing documentation of the Fund and is satisfied that the person or persons signing the Investment Management Agreement were themselves properly authorized by the Fund; (vi) Party A may rely on the representations of the Agent respecting its authority to act on behalf of the Fund contained herein until Party A shall have received written notice of a change in, revocation or rescission of such authority; no change in, revocation or rescission of such authority shall affect in any manner the rights and indemnities inuring to Party A with respect to the obligation of the Fund hereunder arising prior to actual receipt by Party A of written notice of such change in, revocation or rescission; and (vii) it agrees to indemnify Party A and Party A's Affiliates, to the fullest extent permitted by law, from and against any loss, liability, cost, claim, action, demand or expense (including, without limitation, the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or consequential, resulting from, arising out of or relating to (i) any claim by Party B that any Transaction entered into by the Agent on Party B's behalf was not suitable, (ii) any claim by Party B that any Transaction entered into by the Agent on Party B's behalf was without authority, and (iii) any breach by the Agent of any representation, warranty, covenant or agreement contained herein.