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

Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants to and agrees with the Company that: (a) The Underwriter is a corporation duly incorporated and validly existing in good standing under the laws of the jurisdiction in which it is incorporated. (b) The Underwriter is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and under the securities laws of Minnesota and of such other states in which it intends to offer or sell the Units, if such registration is required in any such other state, and is a member in good standing of the National Association of Securities Dealers, Inc., and no proceedings have been initiated or threatened to suspend any such registration or membership. (c) The execution, delivery and performance of this Agreement by the Underwriter, and the consummation of the transactions contemplated hereby, have been duly authorized by the Underwriter, and at the time of its execution, performance, or consummation, will not constitute or result in any breach or violation of any of the terms, provisions or conditions of, or constitute a default under, any federal statute or regulation (including, without limitation, the net capital requirements under Rule 15c-1 of the Securities Exchange Act of 1934) or any statute or regulation of any state in which it intends to offer or sell the Units, or any order, judgment, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Underwriter or any of its activities or property; and other than registration of the Units under the Act and applicable states securities laws and subject to the favorable review by the National Association of Securities Dealers, Inc., no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated hereby. (d) There is not now pending or threatened against the Underwriter or any control person of the Underwriter any action or proceeding either in any court of competent jurisdiction or before the Commission, National Association of Securities Dealers, Inc. or the securities authorities of any state, based upon any action or failure to act on the part of the Underwriter or any controlling person of an Underwriter that would restrict the Underwriter's ability to perform its obligations hereunder. (e) The Units will be offered by the Underwriter only to persons resident in Minnesota and such other states as are mutually designated by the Underwriter and the Company pursuant to Section 4(c) hereof. All of such persons shall be persons and entities for whom the purchase of the Units is a suitable investment and the Underwriter shall employ or engage no Selected Dealer, sales person, agent or representative in the offer or sale of the Units, which Selected Dealer, sales person, agent or representative is not properly registered and licensed for the purpose of such offer or sale. All such registrations and licenses shall remain in full force and effect until after the Closing Dates. (f) The Underwriter agrees that neither the Underwriter nor any officer or other person employed by the Underwriter or any Selected Dealer will provide any information or make any representations to offerees of the Units, other than such information and representations as are either contained in the Prospectus or the Registration Statement or are not inconsistent with information set forth in the Prospectus or the Registration Statement. (g) The Underwriter agrees that in the event the Underwriter learns of any circumstances or fact which it believes would make any Preliminary Prospectus, the Prospectus, or the Registration Statement inaccurate or misleading in any material respect, it will immediately bring such circumstances or facts to the attention of the Company.

Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants and covenants to and agrees with the Company that: (a) The Underwriter It is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedState of Maryland. (b) The Underwriter is duly registered as It has entered into a broker-dealer under the Securities Exchange Act of 1934, as amended, membership agreement with NSCC and under the securities laws of Minnesota and of such other states in which it intends to offer or sell the Units, if such registration is required in any such other state, and is a member in good standing of the National Association of Securities Dealers, Inc., and no proceedings have been initiated or threatened to suspend any such registration or membership.accordance therewith: (c1) The it has the corporate power to execute, deliver and perform such agreement; (2) it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement such agreement; (3) such agreement has been duly executed by the UnderwriterUnderwriter and NSCC; and (4) it has met all the requirements to participate in NSCC Services. (c) It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this NSCC Services Amendment, and the consummation of the transactions contemplated hereby, have been duly authorized by the Underwriter, and at the time performance of its execution, performance, or consummation, obligations hereunder does not and will not constitute violate or result in conflict with any breach governing documents or violation agreements of any of the terms, provisions or conditions of, or constitute a default under, any federal statute or regulation (including, without limitation, the net capital requirements under Rule 15c-1 of the Securities Exchange Act of 1934) or any statute or regulation of any state in which it intends to offer or sell the Units, or any order, judgment, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Underwriter or any of its activities or property; and other than registration on behalf of the Units under the Act and applicable states securities laws and subject to the favorable review by the National Association of Securities Dealers, Inc., no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herebyFunds. (d) There is not now pending It has the necessary and adequate personnel, space, data processing capacity or threatened against the Underwriter or any control person of the Underwriter any action or proceeding either in any court of competent jurisdiction or before the Commissionother operational capability, National Association of Securities Dealers, Inc. or the securities authorities of any state, based upon any action or failure to act on the part of the Underwriter or any controlling person of an Underwriter that would restrict the Underwriter's ability facilities and equipment to perform its duties and obligations hereunderhereunder in accordance with the terms of this NSCC Services Amendment, in a businesslike and competent manner, in conformance with all laws, rules and regulations and the Funds' and Contracts' prospectuses and SAIs, and customary industry standards. (e) The Units will be offered It shall perform any and all duties, functions, procedures and responsibilities assigned under this NSCC Services Amendment and as otherwise established by NSCC, including compliance with current NSCC rales and procedures and with the Underwriter only to persons resident in Minnesota terms and such other states as are mutually designated by the Underwriter and the Company pursuant to Section 4(c) hereof. All provisions of such persons shall be persons and entities for whom the purchase of the Units is a suitable investment and the Underwriter shall employ or engage no Selected Dealer, sales person, agent or representative in the offer or sale of the Units, which Selected Dealer, sales person, agent or representative is not properly registered and licensed for the purpose of such offer or sale. All such registrations and licenses shall remain in full force and effect until after the Closing Datesits membership agreement with NSCC. (f) The Underwriter agrees In the event that neither the Underwriter nor ceases to have any officer or other person employed authority contemplated by the Underwriter or any Selected Dealer will provide any information or make any warranties, representations to offerees of the Units, other than such information and representations as are either contained in the Prospectus or the Registration Statement or are not inconsistent with information covenants set forth in this NSCC Services Amendment, or any other authority contemplated by this NSCC Services Amendment, the Prospectus or Underwriter shall notify the Registration Statement.Company in writing within two business days after such authority is terminated (g) The Underwriter agrees that in In the event that the membership agreement between the Underwriter learns of any circumstances and NSCC is (i) approved by NSCC on a temporary or fact which it believes would make any Preliminary Prospectusconditional basis; (ii) amended (including requalifying the agreement on a temporary or conditional basis); (iii) suspended; or (iv) terminated, the ProspectusUnderwriter shall notify the Company in writing within two business days of such change in membership status (h) In the event that NSCC commences litigation or proceedings against the Underwriter, places the Underwriter on surveillance, or disciplines the Registration Statement inaccurate Underwriter by expulsion, suspension, limitation of or misleading restriction on activities, functions and operations, fine or censure or any other sanction, the Underwriter shall notify the Company in writing within two business days after receipt of such information (i) In the event that any material respectlitigation or proceedings are brought against the Underwriter in connection with NSCC Services, it will immediately bring the Underwriter shall notify the Company in writing within two business days after receipt of notice of such circumstances litigation or facts to the attention of the Companyproceedings.