Common use of BOSTON COMPANY Clause in Contracts

BOSTON COMPANY. Boston Company represents and warrants to IMCO that (i) the retention of Boston Company by IMCO as contemplated by this Agreement is authorized by Boston Company's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Boston Company or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Boston Company and when executed and delivered by Boston Company will be a legal, valid and binding obligation of Boston Company, enforceable against Boston Company in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Boston Company is registered as an investment adviser under the Advisers Act; (v) Boston Company has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Boston Company and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Boston Company shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Boston Company is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Boston Company will promptly notify IMCO of the occurrence of any event that would disqualify Boston Company from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Boston Company has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Boston Company will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx xx xontrol of Boston Company, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Boston Company, in each case prior to or promptly after, such change; and (x) Boston Company has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

BOSTON COMPANY. Boston Company represents and warrants to IMCO that (i) the retention of Boston Company by IMCO as contemplated by this Agreement is authorized by Boston Company's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Boston Company or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Boston Company and when executed and delivered by Boston Company will be a legal, valid and binding obligation of Boston Company, enforceable against Boston Company in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Boston Company is registered as an investment adviser under the Advisers Act; (v) Boston Company has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Boston Company and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Boston Company shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Boston Company is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Boston Company will promptly notify IMCO of the occurrence of any event that would disqualify Boston Company from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Boston Company has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Boston Company will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx chxxxx xx xontrol control of Boston Company, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Boston Company, in each case prior to or promptly after, such change; and (x) Boston Company has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

BOSTON COMPANY. Boston Company represents and warrants to IMCO that (i) the retention of Boston Company by IMCO as contemplated by this Agreement is authorized by Boston Company's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Boston Company or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Boston Company and when executed and delivered by Boston Company will be a legal, valid and binding obligation of Boston Company, enforceable against Boston Company in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Boston Company is registered as an investment adviser under the Advisers Act; (v) Boston Company has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Boston Company and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Boston Company shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Boston Company is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Boston Company will promptly notify IMCO of the occurrence of any event that would disqualify Boston Company from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Boston Company has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Boston Company will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx chanxx xx xontrol xxntrol of Boston Company, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Boston Company, in each case prior to or promptly after, such change; and (x) Boston Company has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

BOSTON COMPANY. Boston Company represents and warrants to IMCO that (i) the retention of Boston Company by IMCO as contemplated by this Agreement is authorized by Boston Company's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Boston Company or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Boston Company and when executed and delivered by Boston Company will be a legal, valid and binding obligation of Boston Company, enforceable against Boston Company in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Boston Company is registered as an investment adviser under the Advisers Act; (v) Boston Company has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Boston Company and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Boston Company shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Boston Company is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Boston Company will promptly notify IMCO of the occurrence of any event that would disqualify Boston Company from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Boston Company has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Boston Company will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx xx xontrol change of control of Boston Company, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Boston Company, in each case prior to or promptly after, such change; and (x) Boston Company has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.