Common use of Dealer’s Representations and Warranties Clause in Contracts

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (e) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company and thus a “Financial Institution” as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “Act”), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (f) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (g) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (h) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share or the sales transactions are exempt from qualification or dealer registration is not required; and (i) Dealer shall give Distributor at least 60 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx) by Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company dealer and thus a “Financial Institution” as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “Act”), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx) by Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company dealer and thus a “Financial Institution” as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “Act”), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 30 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx) by Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA NASD and shall immediately notify Distributor should it cease to be a member of the FINRANASD; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company and thus a “Financial Institution” as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “Act”), dealer duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRANASD, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders Dealer's customers so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 30 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 1940 Xxx) by xx Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA NASD and shall immediately notify Distributor should it cease to be a member of the FINRANASD; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company dealer and thus a “"Financial Institution” " as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PatriotPatriot Act) of 2001 (the “Act”"ACT"), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable lawslaws including Title III of the ACT, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRANASD, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share Shares or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 30 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx1940 Act) by Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company dealer and thus a “"Financial Institution” " as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “"Act”"), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 30 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx1940 Act) by Dealer or its affiliates.

Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that: (a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws; (b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act; (c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA; (d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC; (ec) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company dealer and thus a “"Financial Institution” " as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PatriotPatriot Act) of 2001 (the “Act”"ACT"), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement; (fd) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable lawslaws including Title III of the ACT, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement; (ge) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding; (hf) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Share Shares or the sales transactions are exempt from qualification or dealer registration is not required; and (ig) Dealer shall give Distributor at least 60 30 days advance written notice of any event which will cause an assignment of this Agreement (as defined in the 0000 Xxx1940 Act) by Dealer or its affiliates.