Representations and Warranties of the Funds. 12.1 Each Fund represents and warrants to the Transfer Agent that:
(a) It is duly organized and existing and in good standing under the laws of the jurisdiction in which it is organized;
(b) It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into this Agreement;
(c) All corporate proceedings required by said Articles of Incorporation, By-Laws and applicable laws have been taken to authorize it to enter into this Agreement;
(d) A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale;
(e) All outstanding Shares are validly issued, fully paid and non-assessable and that, when Shares are hereafter issued in accordance with the terms of the Fund's Articles of Incorporation and its Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
Representations and Warranties of the Funds. Each Fund represents and warrants the following:
A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.
B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.
C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.
D. The execution and delivery of this Agreement have been authorized by the Fund’s directors/trustees and signed by an authorized Fund officer, acting as such, and neither such authorization by the Fund directors/trustees nor such execution and delivery by the Fund officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Fund directors/trustees or shareholders, but bind only the property of the Fund, as provided in its charter documents.
Representations and Warranties of the Funds. Each Fund represents and warrants to the Administrator that:
a. It is a corporation, business trust or statutory trust, as the case may be, duly organized, existing and in good standing under the laws of its state of formation;
b. It has the requisite power and authority under applicable laws and by its Governing Documents to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. A Registration Statement has been filed and, with respect to Funds that are open-end management investment companies, will be effective and remain effective during the term of this Agreement. Each Fund also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made;
e. No legal or administrative proceedings have been instituted or threatened which would have a material effect on a Fund’s ability to perform its duties and obligations under this Agreement;
f. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Funds or any law or regulation applicable to it; and
g. Where information provided by the Funds or the Funds’ shareholders includes information about an identifiable individual (“Personal Information”), each Fund represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. Each Fund acknowledges that the Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Funds, including the United States, solely in connection with the performance of the services set out in this Agreement and that information relating to the Funds, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Funds for any action taken or omitted by it in reliance upon this representat...
Representations and Warranties of the Funds. Section 7.
Representations and Warranties of the Funds. 17.1 Each Fund represents and warrants to State Street that:
17.1.1 It is a corporation or business trust, as the case may be, duly organized, existing and in good standing under the laws of the jurisdiction of its incorporation or establishment;
17.1.2 It has the requisite corporate or trust power and authority under applicable laws and by its Constitutive Documents to enter into and perform this Agreement;
17.1.3 All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
17.1.4 It is an investment company properly registered under the 1940 Act;
17.1.5 A registration statement under the 1933 Act and the 1940 Act has been filed and, if the Fund is offering securities in a transaction that requires registration under the 1933 Act, will be effective and remain effective during the term of this Agreement as required by applicable law. The Fund also warrants to State Street that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made;
17.1.6 No legal or administrative proceedings have been instituted or threatened which would impair the Fund’s ability to perform its duties and obligations under this Agreement; and
17.1.7 Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
Representations and Warranties of the Funds. Each of the Funds hereby represents and warrants on behalf of itself only and not on behalf of any other Funds which are a party to this Agreement that:
4.01 It is duly organized and existing and in good standing under the laws of the commonwealth or state set forth in Schedule "A" hereto.
4.02 It is empowered under applicable laws and regulations and by its Declaration of Trust and by-laws to enter into and perform this Agreement.
4.03 All requisite proceedings have been taken by its Board to authorize it to enter into and perform this Agreement.
4.04 It is an open-end, management investment company registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to all of its shares being offered for sale.
Representations and Warranties of the Funds. Each of the Funds represents and warrants to the Agent that:
(a) It is a corporation or business trust duly organized and existing and in good standing under the laws of its respective State of organization;
(b) It is an open-end management investment company registered under the 1940 Act;
(c) A registration statement under the 1933 Act has been filed and will be effective with respect to all Shares of the Fund being offered for sale;
(d) All requisite steps have been, and will continue to be, taken to register the Fund’s Shares for sale in all applicable states and such registrations will be effective at all times Shares are offered for sale in such state and all sales of Shares shall be made in compliance with all applicable federal and state requirements; and
(e) It is empowered under Applicable Laws and the laws of its state of organization, and by its Articles of Incorporation or Declaration of Trust, as applicable, and Bylaws, to enter into and perform this Agreement.
Representations and Warranties of the Funds. Each Fund represents and warrants to HASCO that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by such Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.
4.4 It is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended, is currently effective, and will remain in effect, for each Portfolio and class of Shares, and appropriate securities law filings have been made and will continue to be made with the SEC with respect to its Portfolios. Each Fund shall notify HASCO when such registration statement shall have been amended to include additional Portfolios and shall notify HASCO if such registration statement or any state securities registration or qualification has been terminated or a stop order has been entered with respect to the Shares.
Representations and Warranties of the Funds. Each Fund represents and warrants to the Transfer Agent that:
4.1 It is a trust or corporation duly organized and existing and in good standing under the laws of the state of its organization.
4.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.
4.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.4 The Fund is an investment company registered under the 0000 Xxx.
4.5 A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective for the Fund, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund.
Representations and Warranties of the Funds. Each of the Funds hereby represents and warrants to the Company as follows:
