Representations and Warranties by the Adviser Clause Samples
The "Representations and Warranties by the Adviser" clause requires the adviser to formally affirm certain facts about its authority, qualifications, and compliance with applicable laws at the time the agreement is made. Typically, this includes assurances that the adviser is properly registered, has the legal power to enter into the agreement, and is not subject to any legal or regulatory restrictions that would impede its performance. By providing these representations and warranties, the clause helps ensure that the adviser is trustworthy and capable, thereby protecting the client from potential risks arising from misrepresentation or non-compliance.
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date and as of each Option Closing Date (if any), and agrees with each Underwriter, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to ▇▇▇▇▇ as of the date hereof and as of each Representation Date (as defined in Section 7(k) below), and agree with ▇▇▇▇▇, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to CF&Co, as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to each Investor as of the date hereof and as of the Closing Time referred to in Section 3 hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to the Placement Agent as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents to the Dealer Managers as of the Representation Date and the Expiration Date, and as of the date hereof, and agrees with the Dealer Managers, as follows:
(i) Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs, business prospects or regulatory status of the Adviser, whether or not arising in the ordinary course of business, or on the ability of the Adviser to carry out its obligations under this Agreement or the Investment Management Agreement (collectively, an “Adviser Material Adverse Effect”).
(ii) The Adviser has been duly organized and is validly existing as a limited partnership, in good standing under the laws of its state of organization and has limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has limited partnership power and authority to enter into and perform its obligations under the Investment Management Agreement; and the Adviser is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not otherwise reasonably be expected to result in an Adviser Material Adverse Effect.
(iii) The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Management Agreement for the Company as contemplated by the Registration Statement and the Prospectus. There does not exist any proceeding or, to the Adviser’s knowledge, any facts or circumstances the existence of which could lead to any proceeding which might adversely affect the registration of the Adviser with the Commission.
(iv) Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding or, to the knowledge of the Adviser, inquiry or investigation before or brought by any arbitrator, court, governmental body, regulatory body, administrative a...
Representations and Warranties by the Adviser. The Investment Adviser represents and warrants to each Underwriter, and in the case of paragraph (iii) also represents to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows:
Representations and Warranties by the Adviser. The Adviser represents and warrants to the Agents as of the date hereof and as of each Representation Date, as follows: 47166115.8
Representations and Warranties by the Adviser. The Adviser represents and warrants W▇▇▇▇ Fargo Securities as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 6(o) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agrees with W▇▇▇▇ Fargo Securities, as follows: