Common use of REPRESENTATIONS AND WARRANTIES OF TFS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents and warrants to the Trust that: (i) It is a corporation duly organized and existing and in good standing under the laws of the State of Florida; (ii) It is duly qualified to carry on its business in the State of Florida; (iii) It is empowered under applicable laws and by its Article of Incorporation and By-laws to enter into this Agreement and perform its duties under this Agreement; (iv) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (v) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (vii) It is registered as a transfer agent under Section 17A of the 1934 Act.

REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents and warrants to the Trust that: (i) It is a corporation duly organized and existing and in good standing under the laws of the State of Florida; (ii) It is duly qualified to carry on its business in the State of Florida; (iii) It is empowered under applicable laws and by its Article of Incorporation and By-laws to enter into this Agreement and perform its duties under this Agreement; (iv) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (v) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (vii) It is registered as a transfer agent under Section 17A of the 1934 ActXxxxxxx 00X xx xxx 0000 Xxx.