Common use of Representations and Warranties of the Distributor Clause in Contracts

Representations and Warranties of the Distributor. (a) The Distributor is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full power and authority, corporate and otherwise, to consummate the transactions contemplated by this Agreement. The Distributor is duly qualified to carry out its business, and is in good standing, in any state where such qualification is required for the Distributor to carry out its duties under this Agreement. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation or By-Laws of the Distributor. (c) The Distributor is registered as a broker-dealer under the 1934 Act and is a member of the NASD.

Representations and Warranties of the Distributor. (a) The Distributor is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full power and authority, corporate and otherwise, to consummate the transactions contemplated by this Agreement. The Distributor is duly qualified to carry out its business, and is in good standing, in any state where such qualification is required for the Distributor to carry out its duties under this Agreement. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation or By-Laws of the Distributor. (c) The Distributor is registered as a broker-broker- dealer under the 1934 Act and is a member of the NASD.

Representations and Warranties of the Distributor. (a) The Distributor is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and awl has full power and authority, corporate and otherwise, to consummate the transactions contemplated by this Agreement. The Distributor is duly qualified to carry out its business, and is in good standing, in any state where such qualification is required for the Distributor to carry out its duties under this Agreement. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation lncorporation or By-Laws of the Distributor. (c) The Distributor is registered as a broker-dealer under the 1934 Act and is a member of the NASD.