Common use of Additional Covenants and Representations Clause in Contracts

Additional Covenants and Representations. a. The Parties expressly consent that Sections 5.1 and 5.2 shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected and unanticipated claims (notwithstanding any Law that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated claims). The Parties have read Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. b. Each of the Parties understands that Section 1542, or a comparable Law or Order of another jurisdiction, gives it the right not to release existing claims of which it is not aware, unless it voluntarily chooses to waive this right. Having been so apprised, each of the Parties nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist, known or unknown, arising out of or related to Liabilities arising from any claims or other matters purported to be released pursuant to Sections 5.1 and 5. c. Each of the Parties hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any action, suit, proceeding, investigation or other claim, of any kind against any Person released under Sections 5.1 or 5.2 before any Governmental Authority or other forum by reason of any matters covered thereby. d. Each of the Parties represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any Liability of any nature, character or description whatsoever, which is or which purports to be released or discharged by Sections 5.1 and 5.

Additional Covenants and Representations. a. The Parties expressly consent (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Hefren covenants and agrees that Sections 5.1 and 5.2 all Orders transmitted to the Series Trust, or its designated agent, whether by telephone, telecopy, or other electronic transmission acceptable to the Series Trust, shall be given full force sent by or under the authority and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected and unanticipated claims (notwithstanding any Law that expressly limits the effectiveness direction of a general release person designated by Hefren as being duly authorized to act on behalf of unknown, unsuspected and unanticipated claims)the owner of the Shares held in the accounts for Hefren’s customers’ benefit. The Parties have read Section 1542 Series Trust, and its designated agent, shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund Shares on behalf of Hefren is “ an appropriate person” as used in Sections 8-107 and 8-401 of the Civil Uniform Commercial Code with respect to the transmission of instructions regarding Fund Shares on behalf of the State owner of California such Fund Shares. Each party agrees to l maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of remote computer terminals and assume full responsibility for the security therefor. Each party further agrees to be responsible for the accuracy of all data transmitted in connection with an Order.. (“Section 1542”)c) Hefren represents and warrants that (i) this Agreement has been duly authorized by all necessary corporate action and, which provides when executed and delivered, shall constitute Hefren’s legal, valid and binding obligation, enforceable in accordance with its terms; and (ii) its activities as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORcontemplated by this Agreement comply with all provisions of federal and state securities laws applicable to Hefren and to such activities. b. Each (d) The Series Trust represents and warrants that (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute its legal, valid and binding obligation, enforceable in accordance with its terms; (ii) Shares of the Parties understands that Section 1542, or a comparable Law or Order of another jurisdiction, gives it the right not to release existing claims of which it is not aware, unless it voluntarily chooses to waive this right. Having been so apprised, each of the Parties nevertheless hereby voluntarily elects to Funds are registered and does waive the rights described authorized for sale in Section 1542, or such other comparable Law, accordance with all federal and elects to assume all risks for claims that exist, existed or may hereafter exist, known or unknown, arising out of or related to Liabilities arising from any claims or other matters purported to be released pursuant to Sections 5.1 and 5. c. Each of the Parties hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any action, suit, proceeding, investigation or other claim, of any kind against any Person released under Sections 5.1 or 5.2 before any Governmental Authority or other forum by reason of any matters covered thereby. d. Each of the Parties represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any Liability of any nature, character or description whatsoever, which is or which purports to be released or discharged by Sections 5.1 and 5.state securities laws; and