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

Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with the Fund, that: (a) Underwriter has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to conduct its business and to perform its obligations contemplated herein. (b) This Agreement has been duly and validly authorized, executed and delivered by Underwriter and constitutes Underwriter's valid, binding and enforceable agreement. (c) Underwriter's execution and delivery of this Agreement, and the performance of Underwriter's obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which Underwriter is a party or by which Underwriter or Underwriter's properties are bound, or any judgment, decree, order, statute, rule or regulation applicable to Underwriter. (d) The information supplied by Underwriter for inclusion in the Prospectus and Registration Statement relating to Underwriter is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (e) Underwriter is (i) a broker-dealer duly registered pursuant to the provisions of the 34 Act, (ii) a member in good standing of the NASD, and (iii) duly registered as a broker-dealer under the applicable laws and regulations of each state in which Underwriter will offer and sell the Shares, except such states in which Underwriter is exempt from registration or such registration is not otherwise required. Underwriter will maintain its registration in good standing, or its exemption from such registration, throughout the term of this Agreement and Underwriter will comply with all statutes and other requirements applicable to Underwriter with respect to Underwriter's brokerage activities within those jurisdictions. Underwriter, its affiliates, officers and directors have not taken or failed to take any act, and are not subject to any order or proceeding, that would prevent the registration of the Shares with any state securities commission, or which will result in the issuance of any stop order on the sale of the Shares. (f) Underwriter is a member of National Securities Clearing Corporation and has been assigned a fund distributor clearing number by Fund/Serv.

Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with the Fund, that: (a) Underwriter has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to conduct its business and to perform its obligations contemplated herein. (b) This Agreement has been duly and validly authorized, executed and delivered by Underwriter and constitutes Underwriter's valid, binding and enforceable agreement. (c) Underwriter's execution and delivery of this Agreement, and the performance of Underwriter's obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which Underwriter is a party or by which Underwriter or Underwriter's properties are bound, or any judgment, decree, order, statute, rule or regulation applicable to Underwriter. (d) The information supplied by Underwriter for inclusion in the Prospectus and Registration Statement relating to Underwriter is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (e) Underwriter is (i) a broker-dealer duly registered pursuant to the provisions of the 34 Act, (ii) a member in good standing of the NASD, and (iii) duly registered as a broker-dealer under the applicable laws and regulations of each state in which Underwriter will offer and sell the Shares, except such states in which Underwriter is exempt from registration or such registration is not otherwise required. Underwriter will maintain its registration in good standing, or its exemption from such registration, throughout the term of this Agreement and Underwriter will comply with all statutes and other requirements applicable to Underwriter with respect to Underwriter's brokerage activities within those jurisdictions. Underwriter, its affiliates, officers and directors have not taken or failed to take any act, and are not subject to any order or proceeding, that would prevent the registration of the Shares with any state securities commission, or which will result in the issuance of any stop order on the sale of the Shares. (f) Underwriter is shall use reasonable efforts to become a member of National Securities Clearing Corporation and has been assigned a fund distributor clearing number by Fund/ServCorporation.

Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with the FundFunds, that: (a) Underwriter has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to conduct its business and to perform its obligations contemplated herein. (b) This Agreement has been duly and validly authorized, executed and delivered by Underwriter and constitutes Underwriter's valid, binding and enforceable agreement. (c) Underwriter's execution and delivery of this Agreement, and the performance of Underwriter's obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which Underwriter is a party or by which Underwriter or Underwriter's properties are bound, or any judgment, decree, order, statute, rule or regulation applicable to Underwriter. (d) The information supplied by Underwriter for inclusion in the Prospectus and Registration Statement relating to Underwriter is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (e) Underwriter is (i) a broker-dealer duly registered pursuant to the provisions of the 34 Act, (ii) a member in good standing of the NASD, and (iii) duly registered as a broker-dealer under the applicable laws and regulations of each state in which Underwriter will offer and sell the Shares, except such states in which Underwriter is exempt from registration or such registration is not otherwise required. Underwriter will maintain its registration in good standing, or its exemption from such registration, throughout the term of this Agreement and Underwriter will comply with all statutes and other requirements applicable to Underwriter with respect to Underwriter's brokerage activities within those jurisdictions. Underwriter, its affiliates, officers and directors have not taken or failed to take any act, and are not subject to any order or proceeding, that would prevent the registration of the Shares with any state securities commission, or which will result in the issuance of any stop order on the sale of the Shares. (f) Underwriter is a member of National Securities Clearing Corporation and has been assigned a fund distributor clearing number by Fund/Serv.

Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with the Fund, that: (a) Underwriter has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to conduct its business and to perform its obligations contemplated herein. (b) This Agreement has been duly and validly authorized, executed and delivered by Underwriter and constitutes Underwriter's valid, binding and enforceable agreement. (c) Underwriter's execution and delivery of this Agreement, and the performance of Underwriter's obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which Underwriter is a party or by which Underwriter or Underwriter's properties are bound, or any judgment, decree, order, statute, rule or regulation applicable to Underwriter. (d) The information supplied by Underwriter for inclusion in the Prospectus and Registration Statement relating to Underwriter is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (e) Underwriter is (i) a broker-dealer duly registered pursuant to the provisions of the 34 Act, (ii) a member in good standing of the NASD, and (iii) duly registered as a broker-dealer under the applicable laws and regulations of each state in which Underwriter will offer and sell the Shares, except such states in which Underwriter is exempt from registration or such registration is not otherwise required. Underwriter will maintain its registration in good standing, or its exemption from such registration, throughout the term of this Agreement and Underwriter will comply with all statutes and other requirements applicable to Underwriter with respect to Underwriter's brokerage activities within those jurisdictions. Underwriter, its affiliates, officers and directors have not taken or failed to take any act, and are not subject to any order or proceeding, that would prevent the registration of the Shares with any state securities commission, or which will result in the issuance of any stop order on the sale of the Shares. (f) Underwriter is a member of National Securities Clearing Corporation and has been assigned a fund Fund distributor clearing number by Fund/Serv.