Manager's Representations Clause Samples

Manager's Representations. Manager represents, warrants and covenants to Subadviser that: (a) It is duly formed, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to enter into and perform its obligations under this Agreement; (b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy; (c) It is registered as an investment adviser under the Advisers Act; (d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations; (e) Assuming the accuracy of the representations, warranties and covenants of the Subadviser contained herein and the due performance of the Subadviser of its obligations hereunder, the Fund's Registration Statement, to Manager's best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations. (f) It will promptly notify the Subadviser in writing in the event that any of the foregoing ceases to be true.

Manager's Representations. Manager hereby makes the following representations, warranties, and covenants to Medical Group, each of which shall be true as of the date hereof and shall continue to be true during the term of this Agreement:

Manager's Representations. Manager covenants, represents and warrants as follows: (a) the execution of this Agreement is permitted by the limited liability company agreement or other organizational documents of Manager and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Manager enforceable in accordance with its terms; (b) there is no claim, litigation, proceedings or governmental investigation pending, or as far as is known to Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement that does, or may reasonably be expected to, materially and adversely affect the ability of Manager to enter into this Agreement; (c) neither the consummation of the actions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; and (d) this Agreement shall be modified in the event that it is reasonably determined by Owner under the Operating Lease that the terms of this Agreement cause the Rent (as defined in the Operating Lease) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code; provided however, no such modification shall affect the amount of the Management Fee or the practical realization of the rights and benefits of Manager hereunder.

Manager's Representations. In the performance of Manager’s duties under this Agreement, Manager represents that Manager has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of Waitlist. Manager agrees to comply with all applicable federal, state and local laws and regulations.

Manager's Representations. The Manager covenants, represents and warrants as follows:

Manager's Representations. The Manager represents and warrants that (i) it is registered as an investment advisor under the Investment Advisors Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisors Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) it has received Sub-Advisor's written disclosure statement (Form ADV Part II) required by Rule 204-3 under the Investment Advisers Act at least 48 hours prior to entering into this Agreement. The Manager further represents and warrants that on the date of this Agreement the Series is a "qualified institutional buyer" as that term is defined in Rule 144A of the Securities Act of 1933, as amended, and to inform Sub-Adviser promptly if the Series loses its status as a qualified institutional buyer

Manager's Representations. Manager warrants and represents to Landlord, as of the date hereof, that the following are true and correct: 2.1. Manager has agreed to act as manager of the Property pursuant to the _____________________________________ dated _________, 20___ between Tenant and Manager (such agreement, as it may be amended, renewed, supplemented, extended or replaced, the “Management Agreement”). Manager has delivered a true, correct and complete copy of the Management Agreement to Landlord. 2.2. The entire agreement between Manager and Tenant for the management of the Property is evidenced by the Management Agreement. 2.3. The Management Agreement constitutes the valid and binding agreement of Manager, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor’s rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), and Manager has full authority under all state and local laws and regulations to perform all of its obligations under the Management Agreement. 2.4. Tenant is not in default in the performance of any of its obligations under the Management Agreement and all payments and fees required to be paid by Tenant to Manager thereunder have been paid to the date hereof.

Manager's Representations. Manager hereby makes the following representations, warranties, and covenants to the P.C., each of which shall be true as of the date hereof and shall continue to be true during the term of this Agreement:

Manager's Representations. Manager warrants and represents to Lender, as of the date hereof, that the following are true and correct: (a) That Manager has agreed to act as manager of the Property pursuant to that certain management agreement, between Borrower and Manager, which agreement is described on Exhibit A attached hereto and made a part hereof, and has not been amended, modified or supplemented except as set forth on said Exhibit A (the "Management Agreement"). (b) That the entire agreement between Manager and Borrower for the management of the Property is evidenced by the Management Agreement. (c) That the Management Agreement constitutes the valid and binding agreement of Manager, is enforceable in accordance with its terms, and Manager has full authority under all state or local laws and regulations, to perform all of its obligations under said Management Agreement. (d) That neither Borrower nor Manager is in default in the performance of any of its obligations under the Management Agreement. (e) That Manager has received and reviewed a copy of the Loan Agreement and the Cash Management Agreement.