Common use of Representations and Warranties of SSI Clause in Contracts

Representations and Warranties of SSI. SSI represents and warrants to CISC that: (a) It is a corporation duly organized and existing in good standing under the laws of the Commonwealth of Massachusetts; (b) It is duly qualified to carry on its business in the State of Illinois; (c) It is empowered under applicable state and federal laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement and in the Transfer Agent Agreement and it is in compliance and shall continue during the term of this Agreement to be in compliance with the Transfer Agent Agreement and all such applicable laws; (d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (e) It has and shall continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement and the Transfer Agent Agreement; and (f) It has filed a Registration Statement on SEC Form TA- 1 and will file timely an amendment to same respecting this Sub-Transfer Agent Agreement with the Securities and Exchange Commission; it is duly registered as a Transfer Agent as provided in Section 17Ac of the Securities Exchange Act of 1934; and it will remain so registered and comply with all state and federal laws and regulations relating to transfer agents throughout the term of this Agreement.