Common use of Ongoing Representations and Warranties Clause in Contracts

Ongoing Representations and Warranties. If, at any time during the term of this Agreement, the Sub-Adviser discovers any material fact, omission, event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, the Sub-Adviser will as soon as reasonably practicable provide written notification to the Adviser of such material fact, omission, event, or change of circumstance, and the facts related thereto. The Sub-Adviser agrees that it will provide prompt notice to the Adviser in the event that: (i) the Sub-Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material adverse event occurs with respect to the Sub-Adviser’s investment advisory business (notice of which shall be provided to the Adviser in no event later than notice of such event is provided to the Sub-Adviser’s other investors), or that could reasonably be expected to adversely impact the Sub-Adviser’s ability to perform under this Agreement.