Common use of Representations by Client Clause in Contracts

Representations by Client. The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to IA such evidence of such authority as IA may reasonably require, whether by way of a certified corporate resolution or otherwise; IA is responsible only for the Account and not for the diversification or prudent investment of any outside assets of the Client. This section applies only if your account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code. If your account is for a plan subject to ERISA, IA acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. IA represents that it is registered as an investment Advisor under the applicable laws of Texas and Michigan. Client represents that IA has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain us. Client acknowledges that he/she is a “named fiduciary” with respect to the control or management of the assets in the account. Client will furnish promptly to IA the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects IA rights or obligations, the amendment will be binding on IA only when agreed to by IA in writing. If Client account contains only a part of the assets of the plan, client understands that IA will have no responsibility for the diversification of all of the plan’s investments and that IA will have no duty, responsibility or liability for Client assets that are not in the account. If ERISA or other applicable law requires bonding with respect to the assets in Client account and if IA so requests in writing, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers IA and affiliated persons.

Representations by Client. The execution and delivery of this Agreement by Client shall constitute the representations by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise; that if Client is an entity other than a natural person (a) this Agreement has been duly authorized by appropriate action and is binding upon Client in accordance with its terms and (b) Client will deliver to IA AWA such evidence of such authority as IA AWA may reasonably require, whether by way of a certified corporate resolution or otherwise; IA AWA is responsible only for the Account and not for the diversification or prudent investment of any outside assets or holdings of the Client. This section applies only if your account is for a (a) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of1974, as amended (“ERISA”); (b) tax-qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account under the Code. If your account is for a plan subject to ERISA, IA acknowledges that it is a “fiduciary” within the meaning of ERISA and Section 4975(e)(3) of the Code. IA represents that it is registered as an investment Advisor under the applicable laws of Texas and Michigan. Client represents that IA AWA has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client authority to retain usAWA. Client acknowledges that he/she Client is a “named fiduciary” with respect to the control or management of the assets in the accountAccount. Client will furnish promptly to IA AWA the governing plan documents, any amendment to the plan, and Client agrees that, if any amendment affects IA AWA’s rights or obligations, then the amendment will be binding on IA AWA only when agreed to by IA AWA in writing. If Client account the Account contains only a part of the assets of the plan, client then Client understands that IA AWA will have no responsibility for the diversification of all of the plan’s investments and that IA AWA will have no duty, responsibility responsibility, or liability for Client assets that are not in the accountAccount. If ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other applicable law requires bonding with respect to the assets in Client account and if IA so requests in writingthe Account, then upon written request by AWA, Client will obtain and maintain at Client expense bonding that satisfies the requirements of Section 412 of ERISA and covers IA AWA and affiliated personspersons of AWA. • Representations by AWA By execution of this Agreement, AWA represents and confirms that it is registered as an Investment Adviser or exempt from registration pursuant to applicable laws and regulations.