Common use of Manager's Representations Clause in Contracts

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 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 Minnesota 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 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 Minnesota 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 ’s Registration Statement, to Manager's ’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 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 Minnesota 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 ’s Registration Statement, to Manager's ’s best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations.; and (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 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 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 ’s Registration Statement, to Manager's ’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.