Common use of Representations and Warranties of Distributor Clause in Contracts

Representations and Warranties of Distributor. Distributor represents and warrants to the Sub-Distributor the following: (1) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder and under the Underwriting Agreement. Distributor assumes no responsibility for compliance by the Fund, the Adviser, the Sub-Distributor or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity. (2) No filing with, or authorization, approval, consent, license, permit, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Distributor of its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement and the Underwriting Agreement, except as referred to in the Prospectus or the Registration Statement and such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the 1934 Act, state securities laws or the filing requirements of FINRA, except for such filings that would not result in a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement and the Underwriting Agreement. (3) The Distributor possesses all Governmental Licenses, except where the absence of such possession would not result in a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; the Distributor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement or the Underwriting Agreement; and the Distributor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse effect on the ability of the -Distributor to perform its obligations under this Agreement or the Underwriting Agreement. (4) Any information provided by the Distributor contained in any advertising, sales literature or other promotional material (including “prospectus wrappers,” “broker kits,” “road show slides” and “road show scripts”) or other information provided by the Distributor in connection with the preparation of sales material, and, in each case, used in connection with the offering of the Shares (collectively, “Distributor Sales Material”) does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All Distributor Sales Material complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the rules and regulations thereunder and the rules and interpretations of FINRA. (5) The Distributor carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and value of its properties.

Representations and Warranties of Distributor. Distributor represents and warrants to the Sub-Distributor the following: (1) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder and under the Underwriting Agreement. Distributor assumes no responsibility for compliance by the Fund, the Adviser, the Sub-Distributor or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity. (2) No filing with, or authorization, approval, consent, license, permit, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Distributor of its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement and the Underwriting Agreement, except as referred to in the Prospectus or the Registration Statement and such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the 1934 Act, state securities laws or the filing requirements of FINRA, except for such filings that would not result in a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement and the Underwriting Agreement. (3) The Distributor possesses all Governmental Licenses, except where the absence of such possession would not result in a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; the Distributor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement or the Underwriting Agreement; and the Distributor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse effect on the ability of the -Distributor Distributor to perform its obligations under this Agreement or the Underwriting Agreement. (4) Any information provided by the Distributor contained in any advertising, sales literature or other promotional material (including “prospectus wrappers,” “broker kits,” “road show slides” and “road show scripts”) or other information provided by the Distributor in connection with the preparation of sales material, and, in each case, used in connection with the offering of the Shares (collectively, “Distributor Sales Material”) does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All Distributor Sales Material complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the rules and regulations thereunder and the rules and interpretations of FINRA. (5) The Distributor carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and value of its properties.