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. 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, to enter into and perform this Agreement; b. it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"); 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 defined in section 406 of ERISA and Section 4975 of the Code; 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 g. the Services will be performed by qualified personnel in accordance with the terms of this Agreement and highest 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. The Service Provider further represents, warrants, and covenants that: a. i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; b. ii) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”); c. iii) the arrangements provided for in this Agreement will be disclosed to the Plans through their representatives; d. iv) 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. v) the receipt of the fees described in Section 13 15 hereof by the Service Provider will not constitute a "“prohibited transaction" ” as such term is defined in section Section 406 of ERISA and Section 4975 of the Code; f. vi) 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 Services set forth in this Agreement; vii) it has taken appropriate verification measures to ensure transactions are in compliance with all applicable laws and regulations concerning foreign exchange controls and money laundering; and g. viii) the Services will be performed by qualified personnel in accordance with the terms of this Agreement and highest 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. The Service Provider further represents, warrants, and covenants that: a. (i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; b. (ii) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"); c. (iii) the arrangements provided for in this Agreement will be disclosed to the Plans through their representatives; d. (iv) 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. (v) the receipt of the fees described in Section 13 15 hereof by the Service Provider will not constitute a "prohibited transaction" as such term is defined in section Section 406 of ERISA and Section 4975 of the Code; f. (vi) 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 Services set forth in this Agreement; (vii) it has taken appropriate verification measures to ensure transactions are in compliance with all applicable laws and regulations concerning foreign exchange controls and money laundering; and g. (viii) the Services will be performed by qualified personnel in accordance with the terms of this Agreement and highest 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. The Service Provider further represents, warrants, and covenants that: a. i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; b. ii) 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 appropriately exempt from registration under the 1934 Act; c. iii) the arrangements provided for in this Agreement will be disclosed to the Plans through their representatives; d. iv) 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. v) the receipt of the fees described in Section 13 15 hereof by the Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and Section 4975 of the Code; f. it vi) OneAmerica 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 g. vii) the Services will be performed by qualified personnel in accordance with the terms of this Agreement and highest industry standards.