Common use of Representations and Warranties of ALPS Clause in Contracts

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) ALPS hereby represents and warrants to Fund that (a) the execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (b) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Fund, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust and ICON that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) ALPS hereby represents and warrants to Fund that (a) the The execution, delivery and performance of this Agreement by ALPS (i) does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which the ALPS is subject; (b) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS ALPS, ICON and Fundthe Trust, this Agreement will be a valid and binding obligation of ALPS. (f) It has all systems and personnel necessary to carry out the terms of the agreement.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Funds that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) ALPS hereby represents and warrants to Fund that (ai) the execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (bii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (ciii) upon the execution and delivery of this Agreement by ALPS and Fundthe Funds, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) There is no administrative, civil or criminal proceeding pending or threatened that would impair its ability to perform its duties or obligations under this Agreement. (e) It has and will continue to have access to the necessary facilities, equipment equipment, including, but not limited to, appropriate disaster recovery, and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (ef) ALPS hereby represents and warrants to Fund that The (ai) the execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (bii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (ciii) upon the execution and delivery of this Agreement by ALPS and Fund, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust and Advisors that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) It has and will keep in effect liability insurance naming ALPS hereby represents as insured that is reasonable and warrants to Fund that customary for its business. (af) the The execution, delivery and performance of this Agreement by ALPS (i) does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which the ALPS is subject; (b) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Fundthe Trust, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) ALPS hereby represents and warrants to Fund that (a) the The execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (b) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and Fundthe Trust, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (ei) ALPS hereby represents and warrants to Fund that (a) the The execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (bii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (ciii) upon the execution and delivery of this Agreement by ALPS and FundTrust, this Agreement will be a valid and binding obligation of ALPS.

Representations and Warranties of ALPS. ALPS represents and warrants to the Fund Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws Bylaws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) ALPS hereby represents and warrants to Fund that (ai) the The execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (bii) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (ciii) upon the execution and delivery of this Agreement by ALPS and FundTrust, this Agreement will be a valid and binding obligation of ALPS.