Representations and Warranties of Nationwide. Nationwide represents and warrants that:
(a) NFS is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law;
(b) Nationwide Insurers have legally and validly established each Variable Account as an insurance company separate account under applicable state law;
(c) each Variable Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration pursuant to Sections 3(c)(1) or 3(c)(7) thereof, and it will maintain such registration for so long as any Contracts are outstanding;
(d) the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder, and the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws;
(e) Nationwide Insurers will amend each registration statement under the 1933 Act for the Contracts and each registration statement under the 1940 Act for the Variable Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law;
(f) Nationwide Insurers will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if, and to the extent, deemed necessary by Nationwide;
(g) subject to the Trust’s representation in Section 4(f) below, the Contracts are currently and at the time of issuance will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and that it will maintain such treatment and that it will notify the Company and the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future;
(h) Nationwide Broker-Dealers are broker-dealers as defined in Section 3(a)(4) or 3(a)(5) of the 1934 Act that are registered with the SEC pursuant to Section 15 of the 1934 Act; and are members of FINRA; and during the term of this Agreement, will abide by all of the rules and regulations of FINRA; and
(i) its activities hereunder comply in all material respects with all provisions of federal and state securities and insurance law applicable to such activities. The foregoing representations and war...
Representations and Warranties of Nationwide. Nationwide represents and warrants that it is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law. The foregoing representation and warranty will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to the Securityholder as follows:
Representations and Warranties of Nationwide. Nationwide represents and warrants to Allied as follows:
Representations and Warranties of Nationwide. NFS represents and warrants that it is a holding company duly organized and in good standing under applicable state law, and that each subsidiary listed on Exhibit A has been duly organized and is in good standing under applicable state law. The foregoing representation and warranty will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. Nationwide represents and warrants that:
(a) Nationwide is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law; and
(b) the arrangements described herein, and the amount and form of fees and other compensation payable to Nationwide hereunder, comply in all material respects with, and are accurately, fairly, and adequately disclosed in compliance with all applicable laws, rules, and regulations. The foregoing representations and warranties will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. (a) It is a corporation duly organized and existing under the laws of the State of California and is qualified to do business under the laws of such jurisdictions where it conducts its business.
(b) The only shares of capital stock that its has outstanding are the Nationwide Shares and all of the Nationwide Shares are validly issued, fully paid and non-assessable.
(c) It has no obligations, commitments or agreements to issue any additional shares of common stock or any other equity security.
(d) It possesses all licenses, permits, etc. required and necessary for it to conduct its operations in the normal course of business.
(e) Except for the contracts and agreements set forth on Exhibit C attached hereto, it has no material agreements, contracts or commitments.
(f) Its audited balance sheet as of December 31, 1996 attached hereto as Exhibit D is accurate as of such date and it owns and has title to all of the assets included on such balance sheet free and clear of any claims or encumbrances except as set forth thereon. As of December 31, 1996, it had no liabilities other than those set forth on such balance sheet.
(g) Its unaudited balance sheet as of March 31, 1997 attached hereto as Exhibit E is accurate as of such date and it owns and has title to all of the assets included on such balance sheet free and clear of any claims or encumbrances except as set forth thereon. As of March 31, 1997, it had no liabilities other than those set forth on such balance sheet.
(h) Through the Closing Date, there has been no adverse change in its financial condition or results of operations that would make such March 31, 1997 balance sheet inaccurate or misleading.
(i) It has filed all documents, statements and returns required by all government agencies and all amounts due to any government agency have been paid or provided for in its financial statements.
(j) It has no subsidiaries or is a party to any joint venture, partnership or similar agreement.
Representations and Warranties of Nationwide. Nationwide represents and warrants that:
(a) NFS is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law; and
(b) the arrangements described herein, and the amount and form of fees and other compensation payable to Nationwide hereunder, comply in all material respects with, and are accurately, fairly and adequately disclosed in compliance with all applicable laws, rules and regulations. The foregoing representations and warranties will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to Envestnet as follows:
4.01 It is a corporation duly organized and validly existing and in good standing under the laws of the State of Ohio.
4.02 It is empowered under Applicable Law and by its articles of incorporation, bylaws and other applicable documents to enter into and perform the services contemplated herein.
4.03 All authorizations have been obtained for it to enter into and perform this Agreement, and when so executed and delivered, this Agreement will be the valid and binding obligation of Nationwide enforceable in accordance with its terms.
4.04 It has obtained, and during the Term of this Agreement shall maintain, all licenses, permits, registrations, authorizations, orders, consents, and other governmental approvals necessary or advisable for the performance of its obligations under this Agreement.
4.05 Its business operations have been conducted, are now conducted, and will continue to be conducted in compliance in all material respects with all Applicable Law.
4.06 It has the equipment, facilities, systems, and staff necessary to perform its duties and obligations under this Agreement.
4.07 It is not subject to any current or pending legal or administrative proceeding that would impair its ability to carry out its responsibilities and obligations under this Agreement, and Nationwide will immediately notify Envestnet if, during the term of this Agreement, Nationwide becomes aware of any legal or administrative proceeding, pending or threatened, which may have a material adverse effect on Nationwide’s ability to fulfill its obligations under this Agreement.
Representations and Warranties of Nationwide. Nationwide, on behalf of the Value Opportunities Fund, represents and warrants to Principal Preservation as follows:
