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 performance of the obligations contemplated hereby will violate any provision of the Certificate of Incorporation or By-Laws of the Distributor or any applicable laws. (c) The Distributor is registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD, the Distributor will abide by the rules and regulations of the NASD and will notify the Fund if its membership in the NASD is terminated or suspended.