Common use of Additional Representations, Warranties and Covenants Clause in Contracts

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Distributor further represents, warrants and covenants, that:. (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that The Service Provider further represents, warrants, and covenants that: a. it has full power and authority under applicable law, and has taken all action necessary necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that:; (a) b. it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, orso registered, including as a result of entering into and performing the services set forth in this Agreement; c. the arrangements provided for in this Agreement will be disclosed to the Plans through their representatives; d. it will not be a "fiduciary" of any Plan as such term is defined in Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); e. the receipt of the fees described in Section 13 hereof by the Service Provider will not constitute a "prohibited transaction" as such term is not required to be registered as such. Distributor further represents, warrants defined in section 406 of ERISA and covenants, that:Section 4975 of the Code; (a) f. it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws, or is not required to be so registered, including as a result of entering into and performing the services set forth in this Agreement; and (b) g. the Funds' advisors are registered as investment advisors under Services will be performed by qualified personnel in accordance with the Investment Advisers Act terms of 1940, the Funds are registered as investment companies under the 1940 Act this Agreement and Fund Shares are registered under the Securities Acthighest industry standards.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that UPI further represents, warrants, and covenants that: (i) it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (bii) the arrangements provided for in this Agreement will be disclosed to the Plans upon the request of their Plan Representatives; and. (ciii) it will not be a "fiduciary" of the Plan(s) with respect to .the provision of the Administrative Services or with respect to the Plans purchase of shares, as such term is registered defined in Section 3(21) of the Employee Retirement Income Security Act of 1974, as a broker-dealer under amended ("ERISA"), and Section 4975 of the 1934 Act or any applicable state securities lawsInternal Revenue Code of 1986, or, including as a result of entering into and performing amended (the services set forth in this Agreement, "Code"); (iv) it is not required to be registered as such. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws, including as a result of entering into and performing the Services set forth in this Agreement; and. (v) in no event will any of the services provided hereunder be intended to result in the sale of Fund shares. BISYS further represents, warrants; and covenants that: (i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; and (bii) the Funds' advisors are it is registered as a transfer agent under the Securities Exchange Act of 1934. The Fund Company further represents, warrants, and covenants that: (i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; and (ii) it is a registered an investment advisors company under the Investment Advisers Company Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities ActAct of 1933.