Representations of UMBFS Sample Clauses

Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required. C. It has received a copy of each Fund’s Prospectus which describes how sales and redemptions of Shares shall be made.
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Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required. C. It has received a copy of each Fund’s Prospectus which describes how sales and redemptions of Shares shall be made. D. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. E. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted. F. It shall maintain a fidelity bond covering larceny and embezzlement and insurance policy with respect to errors and omission coverage in amounts that are appropriate in light of its duties and responsibilities hereunder. Upon the reasonable request of the Fund, UMBFS shall provide evidence that coverage is in place. UMBFS shall notify the Fund should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled and not be replaced.
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Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required.
Sample 1Sample 2Sample 3
Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required. C. It has received a copy of each Fund's Prospectus which describes how sales and redemptions of Shares shall be made. D. Subject to the provisions of Section 8.06, it has and will continue to have access to the necessary facilities, equipment and personnel to perform its obligations under this Agreement.
Sample 1Sample 2
Representations of UMBFS. UMBFS represents and warrants to SEI that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Sub-TA Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Sub-TA Agreement. B. It is duly registered as a transfer agent under Section 17A of the Exchange Act and such registration will remain in effect for the duration of this Agreement. C. It has received a copy of each Fund’s Prospectus which describes how sales andredemptions of Shares shall be made. D. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Sub-TA Agreement. E. Copies of UMBFS’ Rule 17Ad-13 reports will be provided to SEI annually as and to the extent required under Rule 17Ad-d-13 under the Exchange Act. F. It is in compliance with SEC regulations and is not subject to restrictions under 17Ad. G. Its fidelity bonding and minimum capital meet the transfer agency requirements of the New York Stock Exchange.
Sample 1Sample 2
Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the Exchange Act. C. It has received a copy of each Fund's Prospectus which describes how sales and redemptions of Shares shall be made. D. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. E. Copies of UMBFS' Rule 17Ad-13 reports will be provided to the Trust annually as and to the extent required under Rule 17Ad-d-13 under the Exchange Act. F. It is in compliance with Securities and Exchnage Commission regulations and is not subject to restrictions under 17Ad. G. Its fidelity bonding and minimum capital meet the transfer agency requirements of the New York Stock Exchange.[UMBFS is not subject to any rules or requirements of the NYSE - not a member.]
Sample 1Sample 2
Representations of UMBFS. UMBFS represents and warrants to the Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required. C. It has received a copy of each Fund's Prospectus which describes how sales and redemptions of Shares shall be made. D. It has an insurance policy with respect to directors and officers errors and omissions coverage in amounts that are appropriate in light of its duties and responsibilities hereunder. Upon the request of the Trust, UMBFS shall provide evidence that coverage is in place. ARTICLE VI ---------- ADDITIONAL COVENANTS AND AGREEMENTS
Sample 1
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Representations of UMBFS. UMBFS represents and warrants to SEI that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Sub-TA Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Sub-TA Agreement. B. It is duly registered as a transfer agent under Section 17A of the Exchange Act. C. It has received a copy of each Fund’s Prospectus which describes how sales and redemptions of Shares shall be made. D. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Sub-TA Agreement. E. Copies of UMBFS’ Rule 17Ad-13 reports will be provided to SEI annually as and to the extent required under Rule 17Ad-d-13 under the Exchange Act. F. It is in compliance with SEC regulations and is not subject to restrictions under Section 17A of the Exchange Act. G. It has adopted and implemented procedures to safeguard client information and records that are reasonably designed to: (i) ensure the security and confidentiality of client records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of client records and information; (iii) protect against unauthorized access to or use of client records or information that could result in substantial harm or inconvenience to any client; (iv) protect against unauthorized disclosure of non-public information to unaffiliated third parties; (v) provide back-up copies of client information and records and recovery or continuation of technology infrastructure in the event of a natural or human-induced disaster and (vi) otherwise ensures that it is in compliance with all applicable privacy laws, rules and regulations, including but not limited to, the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder. H. It has adopted and implemented an Identity Theft Prevention Program (the “Program”) designed to detect, prevent and mitigate identity theft in connection with the opening of or any existing covered account. The Program includes: (i) polices and procedures designed to identify red flags and incorporate them into the Program; (ii) controls and procedures designed to detect and respond to red flags; and (iii) a requirement to periodically update the Program as deemed appropriate due to relevant changes i...
Sample 1
Representations of UMBFS. UMBFS represents and warrants to t he Trust that: A. It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. B. It is duly registered as a transfer agent unde Section 17A of the Exchange Act and such registration will remain in effect for the duration of this Agreement. C. It has received a copy of each Fund's Prospectus which describes how sales and redemptions of Shares shall be made. D. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; E. Copies of UMBFS' Rule Ad-13 reports will be provided to the Trust annually as and to the extent required under Rule 17Ad-d-13 under the Exchange Act. F. It is in compliance with SEC regulations and is not subject to restrictions under 17Ad.
Sample 1

Related to Representations of UMBFS

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act; (b) Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of its state of incorporation and that it has legally and validly established each Variable Account as a segregated asset account under applicable state insurance laws and the regulations thereunder. (c) Company represents and warrants that (i) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be registered under the Securities Act of 1933, as amended (“1933 Act”), unless exempt from such registration, (ii) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the Securities Exchange Act of 1934 (“1934 Act”), the 1940 Act and the law(s) of Company’s state(s) of organization and domicile, (iii) each Variable Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, unless exempt from such requirements, (iv) each Variable Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (v) Company will amend the registration statement for its Contracts under the 1933 Act and for its Variable Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vi) each Variable Account prospectus, Statement of Additional Information (“SAI”), and then-current stickers, will at all times comply in all material respects with the applicable requirements of the 1933 Act and the rules thereunder. (d) Company represents that each Variable Account is a “segregated asset account” and that interests in each Variable Account are offered exclusively through the purchase of a “variable contract”, within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended (“Code”), and Section 1.817-5(f)(2) of the Federal Tax Regulations, that it shall make every effort to continue to meet such definitional requirements, and that it shall notify W&R and Ivy Funds VIP promptly upon having a reasonable basis for believing that such requirements have ceased to be met or that they may not be met in the future. (e) Company represents that the Contracts are currently, and at the time of issuance will be, treated as annuity contracts or life insurance policies, whichever is appropriate under applicable provisions of the Code, and that it shall make every effort to maintain such treatment. Company will promptly notify W&R and Ivy Funds VIP upon having a reasonable basis for believing that the Contracts have ceased to be treated as annuity contracts or life insurance polices, or that the Contracts may not be so treated in the future. (f) Company represents that it has established such rules and procedures as are necessary to ensure compliance with applicable federal, state and self-regulatory requirements relating to the offering of the Contracts. W&R and Ivy Funds VIP explicitly disclaim any and all responsibility for the offer, sale, distribution and/or servicing of the Contracts, except as otherwise specified in this Agreement. (g) Company shall during the term of this Agreement comply with all laws, rules and regulations applicable to it in connection with the performance of each of its obligations under this Agreement or applicable to the performance of its business, including, but not limited to, the requirements of the USA Patriot Act of 2001 (the “AML Act”) and related laws, rules and regulations. (h) To the extent one or more third parties are engaged by Company to offer the Contracts and/or perform services that Company is responsible for under this Agreement (such parties include, but are not limited to, affiliates of Company) (“Agents”), Company shall determine that each such Agent is capable of performing such services, shall take measures as may be necessary to ensure that Agents perform such services in accordance with the requirements of this Agreement and applicable law and shall bear full responsibility for, and assume all liability for (including any obligation for indemnification as provided in Paragraph 13 hereof), the actions and inactions of such Agents as if such services had been provided by Company. (i) From time to time, W&R and/or Ivy Funds VIP may implement policies, procedures or requirements in an effort to comply with applicable legal requirements and/or avoid potential adverse effects on the Portfolios. Company agrees to cooperate in good faith with W&R and/or Ivy Funds VIP in the implementation of any such policies, procedures and/or requirements and agrees to comply with any and all requirements, restrictions and limitations described in the Portfolios’ prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions of Portfolio shares. Such cooperation shall include, but not be limited to, providing, promptly upon request by W&R and/or Ivy Funds VIP, names, taxpayer identification numbers and transaction information relating to Contract Owners issuing instructions to the Company resulting in the purchase, redemption, transfer or exchange of Portfolio shares, executing any instructions from W&R and/or Ivy Funds VIP to restrict or prohibit any further purchases or exchanges of Portfolio shares relating to any Contract Owner who has been identified by or on behalf of Ivy Funds VIP as having engaged in transactions of Portfolio shares that violate policies established by Ivy Funds VIP for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Portfolio, facilitating the imposition of any applicable redemption fee on such person or persons, and taking such other remedial steps as are requested by W&R and/or Ivy Funds VIP, all to the extent permitted or required by applicable law. (j) Company represents that, during the term of this Agreement, it will have in force adequate insurance coverage insuring the Company against potential liabilities associated with the underwriting and distribution of the Contracts.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS OF ADVISER The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of Depositor The Depositor makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the Closing Date, and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of Buyer Buyer represents and warrants that:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

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