Representations, Warranties and Covenants of the Funds. A. Each Fund hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
Representations, Warranties and Covenants of the Funds. (a) Each Fund represents and warrants that: (i) it has the requisite power and authority to execute and deliver this Agreement, (ii) this Agreement, when signed by it or on its behalf, shall be validly executed and delivered and shall be valid, binding and enforceable against it in accordance with its terms, (iii) there are no restrictions, agreements or understandings, oral or written, to which it is a party or by which it is bound that prevent or make unlawful its execution or performance of this Agreement and (iv) its performance of this Agreement does not, and will not, violate any applicable provision of law, statute, rule or regulation to which it is subject.
Representations, Warranties and Covenants of the Funds. 3.01 Each Fund represents, warrants and covenants that such Fund has and will have the legal right, power and authority to enter into and carry out all of its obligations in respect of Lending Transactions and Investments contemplated by this Agency Agreement and that this Agency Agreement and each Counterparty Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.
Representations, Warranties and Covenants of the Funds. (a) The Funds agree with Destra that it shall promptly notify Destra (i) in the event that the SEC or any other regulatory authority has censured in writing the Funds’ activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions and which would materially affect the Funds, (ii) in the event that there is a change of control of the Funds or the Adviser or (iii) of any change to the Funds that materially and adversely affects the Funds’ ability to perform its obligations under this Agreement.
Representations, Warranties and Covenants of the Funds. A. Each Fund, solely with respect to itself, hereby represents and warrants to the Distributor that:
Representations, Warranties and Covenants of the Funds. 3.01 Each Fund represents and warrants that:
Representations, Warranties and Covenants of the Funds. A. Each Fund hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as a closed-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Fund and, when executed and delivered, will constitute a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating agreement, bylaws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) to the best of its knowledge, the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) to the best of its knowledge, the Registration Statement and Prospectus and any Marketing Materials prepared by the Fund or its agents do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; (vii) the Fund owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Fund’s busines...
