Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. further represents and warrants that it has adopted and maintains reasonable facilities and procedures to provide for continued services in the event of an emergency or disaster. BBH&Co. further represents and warrants that it posseses in full force and effect all licenses, permits and other governmental authorizations necessary to enter into and perform its obligations under this Agreement.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. In addition, BBH&Co. represents and warrants that as of the date of this Agreement, it is in good standing with the regulatory authority to which it is subject, namely the New York State Department of Financial Services.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that BBH & Co. is duly organized under the laws of its jurisdiction of organization and qualifies to act as a custodian to the Fund under the provisions of the 1940 Act and that this Agreement has been duly authorized, executed and delivered by BBH&Co. and the Agreement and performance hereunder do not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. also warrants that it will comply with all applicable laws and regulations in performance of its duties under this Agreement.
Representation and Warranty of BBH&Co as Custodian and TA. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. further represents and warrants that it has established and maintains a commercially reasonable program designed to allow it to provide continued services to the Fund and Portfolios in the event of an emergency or disaster and that BBH&Co. tests those facilities and procedures annually to ensure their usability in an emergency or disaster.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with, or constitute a default under, BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. hereby represents and warrants that it is a bank having the qualification prescribed in paragraph (a) of Section 26(a) of the 1940 Act and that it will continue to have such qualification during the term of this Agreement.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants (i) that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound; (ii) it has the power and authority under its organizational documents to perform the duties set out in this Agreement; and (iii) it is, and will continue to be during the term of this Agreement, in material compliance with all Applicable Law applicable to it in respect of its duties, obligations and services under this Agreement. BBH&Co. acknowledges that, subject to the provisions of Section 9 (Responsibility of the Custodian) and its subsections and Section 16.3 (Business Continuity Plan), it will continue to have access to facilities, equipment and personnel in performing its duties and obligations under this Agreement.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. further represents and warrants that: (1) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to enter into this Agreement and to perform its obligations hereunder, (2) it is a “U.S. Bank” as defined in section (a)(7) of Rule 17f-5 under the 1940 Act, (3) it has adopted and implemented, and will maintain, a comprehensive information security program which is reasonably designed to protect Fund’s data and information in its possession from unauthorized access by third parties in light of its obligations and responsibilities hereunder, and (4) this Agreement constitutes a legally binding obligation of the Custodian, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability affecting the rights and remedies of creditors.
Representation and Warranty of BBH&Co. The Custodian hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by the Custodian. and does not and will not violate any Applicable Law or conflict with or constitute a default under the Custodian’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which the Custodian is a party or by which it is bound.
Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that it is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940 Act and that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound.
