Common use of Representations, Warranties and Covenants of Agent Clause in Contracts

Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that: (a) Agent is a limited liability company duly organized and validly existing under the laws of its state of organization; (b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act; (c) during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and (d) the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.

Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client Fund that: (a) Agent is a limited liability company duly organized and validly existing under the laws of its state of organization; (b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act; (c) during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and (d) the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.