Common use of REPRESENTATIONS AND WARRANTIES OF MSS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF MSS. MSS represents and warrants to the Fund that: 3.01 It is a Limited Liability Company duly organized and existing and in good standing under the laws of the State of Delaware. 3.02 It is duly qualified to carry on its business in the State of Ohio and any other jurisdiction in which it may be required to render services pursuant to this Agreement . 3.03 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.06 MSS is duly registered as a transfer agent under the Securities Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

REPRESENTATIONS AND WARRANTIES OF MSS. MSS represents and warrants to the Fund Corporation that: 3.01 4.01 It is a Limited Liability Company duly organized and existing and in good standing under the laws of the State of Delaware. 3.02 4.02 It is duly qualified to carry on its business in the State of Ohio and any other jurisdiction in which it may be required to render services pursuant to this Agreement Ohio. 3.03 4.03 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. 3.04 4.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 4.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.06 MSS 4.06 It is duly registered as a transfer agent under the Securities and Exchange Act of 1934 1934, as amended (“Exchange Act”) and shall continue to be registered throughout the remainder of this Agreement. 4.07 It has adopted and implemented policies and procedures which are reasonably designed to permit it to comply with the requirements of the Exchange Act and the rules thereunder which are applicable to it as a registered transfer agent.