REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents and warrants to each BTC Recipient that State Street has adopted written policies and procedures that are reasonably designed to prevent violation of the “Federal Securities Laws” as such term is defined in Rule 38a-1 under the 1940 Act with respect to the Services to be provided to the BTC Recipient under this Transfer Agency Service Module.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. 16.1 State Street represents and warrants to each Fund that:
16.1.1 It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
16.1.2 It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts and the State of New Jersey;
16.1.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
16.1.4 No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement; and
16.1.5 Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair State Street’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents and warrants to the Fund that:
(a) it is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
(b) all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; and
(c) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street hereby represents, warrants, covenants and acknowledges to the Insurance Company as follows:
(i) It is duly incorporated or organized and is validly existing and in good standing in its jurisdiction of incorporation or organization.
(ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement.
(iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement.
(iv) This Agreement constitutes the legal, valid and binding obligation of State Street, enforceable in accordance with its terms.
(v) The person executing this Agreement on behalf of State Street has the authority to execute this Agreement on behalf of State Street.
(vi) The core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Account’s Chief Compliance Officer (the “CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of such change together with such notice.
(vii) State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall promptly provide to the CCO a certification with respect to items referenced in Sections 2.2(viii)(a) - (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reaso...
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents and warrants to the Partnership that:
(a) it is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
(b) all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; and
(c) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents, warrants and covenants to FT Services that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair State Street’s ability to perform its duties and obligations under this Agreement;
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it; and
f. It will promptly notify FT Services if any of the above ceases to be true or if it is unable to perform any of its obligations under this Agreement for any reason.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street represents and warrants to each BGI Recipient that State Street has adopted written policies and procedures that are reasonably designed to prevent violation of the "Federal Securities Laws" as such term is defined in Rule 38a-1 under the 1940 Act with respect to the Services to be provided to the BGI Recipient under this Transfer Agency Service Module.
REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF STATE STREET. 23.1. State Street represents and warrants to each Manager that:
23.1.1. it is a trust company validly existing under the laws of the Commonwealth of Massachusetts, and has all requisite corporate power and authority to undertake and perform its duties and obligations under this Agreement;
23.1.2. it has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
23.1.3. when duly executed and delivered, the Agreement will constitute a valid and binding obligation of State Street enforceable against State Street in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws and except as enforceability may be subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
23.1.4. the execution and delivery of this Agreement and the performance by State Street of its obligations hereunder will not (i) conflict with any provision of its constitutive documents, (ii) conflict with or constitute a material breach of or default (with or without notice or lapse of time or both) under any provision of any document, instrument or agreement to which State Street is a party or by which it may be bound, or (iii) conflict with or violate any law, rule or regulation or any judgment, order, writ, injunction or decree to which State Street is a party or by which it may be subject or bound;
23.1.5. there are no actions, suits, proceedings or investigations at law or in equity before or by any regulatory authority or judicial or administrative court or agency, pending or threatened against State Street in which an unfavorable decision, ruling or finding against State Street would impair State Street's ability to perform its duties and obligations under this Agreement;
23.1.6. except as obtained and in effect on the date hereof, no consents, authorizations, approvals, licenses or filings are required by State Street from or with any regulatory authorities in connection with the execution and delivery of the Agreement and the performance by State Street of its obligations hereunder; and
23.1.7. to the extent that U.S. federal securities laws apply to State Street in its performance of the Services, the core operating policies and procedures of State Street which are subject to those federal securities laws and which relate to the Services are reasonably design...
