Common use of Service Provider Representations and Warranties Clause in Contracts

Service Provider Representations and Warranties. Service Provider represents and warrants that: (i) Service Provider and each person executing this Agreement on its behalf is duly authorized and empowered to enter into this Agreement; (ii) Service Provider shall not violate the terms of any other servicing or selling agreement that Service Provider may have with other fund parties or fund distributors by entering into this Agreement; (iii) all Service Provider personnel are and shall continue for the term of this Agreement to be registered pursuant to the requirements of applicable federal and state securities laws; (iv) Service Provider and its agents shall not oppose, interfere or recommend a certain action in connection with solicitation of Fund proxies; (v) Service Provider's receipt of fees under this Agreement will not constitute a "prohibited transaction" as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986; and (vi) Service Provider will inform its customers that they are transacting business with Service Provider and not with Company or the Funds, and that customers may look only to Service Provider for resolution of problems or discrepancies in their accounts or between their accounts and Service Provider's omnibus accounts.

Service Provider Representations and Warranties. Service Provider represents and warrants that: (i) Service Provider and each person executing this Agreement on its behalf is duly authorized and empowered to enter into this Agreement; (ii) Service Provider shall not violate the terms of any other servicing or selling agreement that Service Provider may have with other fund parties or fund distributors by entering into this Agreement; (iii) all Service Provider personnel are and shall continue for the term of this Agreement to be registered pursuant to the requirements of applicable federal and state securities laws; (iv) Service Provider and its agents shall not oppose, interfere or recommend a certain action in connection with solicitation of Fund proxies; (v) Service Provider's receipt of fees under this Agreement will not constitute a "prohibited transaction" as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986; (vi) to the extent that Service Provider receives fees under this Agreement pursuant to Rule 12b-1 of the- 1940 Act, it is a duly registered broker-dealer; and (vivii) Service Provider will inform its customers that they are transacting business with Service Provider and not with Company or the Funds, and that customers may look only to Service Provider for resolution of problems or discrepancies in their accounts or between their accounts and Service Provider's omnibus accounts.