Sponsor Representations. A. Sponsor represents and warrants that as of the date of this Agreement, the Sponsor is a duly organized and validly existing entity under California law and the person signing this Agreement on behalf of Sponsor has the authority to act on behalf of and bind the Sponsor in accordance with the terms of this Agreement.
Sponsor Representations. The Sponsor represents and warrants to Parent and the Company, as of the date hereof, that:
Sponsor Representations. The Sponsor hereby represents and warrants to the Investor, and covenants, as applicable, that:
Sponsor Representations. The Sponsor represents and warrants to the SPAC, and the Company Parties, as of the date hereof, that:
Sponsor Representations. The Sponsor hereby represents and warrants to the Purchaser that:
Sponsor Representations. Sponsor acknowledges that it is solely responsible for selecting IRON as Investment Fiduciary and if directed by the Sponsor in the IMA, a fiduciary for the on-going monitoring of the Plan’s Managed Account Service. Nationwide shall be under no obligation to confirm or verify that IRON is properly registered with the Securities and Exchange Commission or with state(s) securities authorities, as applicable. Sponsor represents that as a Plan fiduciary independent of IRON and any other Plan fiduciary, (1) it approves of IRON’s investment strategies, (2) the provision of investment management services and, if directed by the Sponsor in the IMA, fiduciary services related to the on-going monitoring of the Managed Account Service, to the Plan by IRON and the payment arrangement set forth herein are consistent with the terms of the Plan document and related materials (“Plan Document”) and with ERISA and other applicable law, and (3) this service is separate and apart from the actual sale of any Nationwide products which may be used to provide the Plan’s underlying investments, including core Plan administration and trust services. Sponsor acknowledges that it is solely responsible for monitoring the services of IRON, including their ongoing compliance with all applicable provisions of ERISA and/or other applicable law. Sponsor acknowledges that, to the extent applicable, it has received full disclosure of the payment structure with respect to Plan assets that are invested in Affiliated Funds (as later defined herein). Sponsor acknowledges that it is solely responsible for providing and maintaining accurate contact information with Nationwide and IRON to ensure timely communications relating to the Plan’s investments and, if applicable, Managed Account Service.
Sponsor Representations. Sponsor acknowledges that it is solely responsible for selecting IRON as Investment Fiduciary and that Nationwide shall be under no obligation to confirm or verify that IRON is properly registered with the Securities and Exchange Commission or with state(s) securities authorities, as applicable. Sponsor represents that as a Plan fiduciary independent of IRON and any other Plan fiduciary, (1) it approves of IRON’s investment strategies, (2) the provision of investment management services to the Plan by IRON and the payment arrangement set forth herein are consistent with the terms of the Plan document and related materials (“Plan Document”) and with ERISA and other applicable law, and (3) this service is separate and apart from the actual sale of any Nationwide products which may be used to provide the Plan’s underlying investments, including core Plan administration and trust services. Sponsor acknowledges that it is solely responsible for monitoring the services of IRON, including their ongoing compliance with all applicable provisions of ERISA and/or other applicable law. Sponsor acknowledges that, to the extent applicable, it has received full disclosure of the payment structure with respect to Plan assets that are invested in Affiliated Funds (as later defined herein). Sponsor acknowledges that it is solely responsible for providing and maintaining accurate contact information with Nationwide and IRON to ensure timely investment change communications. IRON Representations IRON represents that it is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940 or with applicable state(s) securities authorities, and is qualified to serve as an investment manager as defined in Section 3(38). XXXX agrees to notify the Sponsor and Nationwide in writing within ten (10) business days after IRON ceases to be registered as an investment adviser and/or investment manager. IRON represents that it is a “fiduciary” as that term is defined by ERISA with respect to investment management services described herein and also represents that it has received, read and will comply with all applicable provisions of ERISA and/or other applicable law including fee and compensation disclosure. IRON represents that it will not employ investment strategies which involve the investment of Plan assets in mutual funds that are affiliated with IRON Financial (“Affiliated Funds”).
Sponsor Representations. Sponsor acknowledges that it is solely responsible for selecting IRON as Investment Fiduciary and if directed by the Sponsor in the IMA, a fiduciary for the on-going monitoring of the Plan’s Managed Account Service. Nationwide shall be under no obligation to confirm or verify that IRON is properly registered with the Securities and Exchange Commission or with state(s) securities authorities, as applicable. Sponsor represents that as a Plan fiduciary independent of IRON and any other Plan fiduciary:
Sponsor Representations. The Sponsor and each of the Class B Stockholders, jointly and severally, represents and warrants to Parent, as of the date hereof and as of the Closing Date, that:
Sponsor Representations. Sponsor acknowledges that it is solely responsible for selecting and monitoring Wilshire as 3(21) Investment Adviser. Sponsor represents that as a Plan Fiduciary independent of Wilshire and any other Plan fiduciary, (1) it approves of Wilshire’s investment strategies, (2) the provision of investment advisory services and the payment arrangement set forth herein are consistent with the terms of the Plan document and related materials (“Plan Document”) and with ERISA and other applicable law, and (3) this service is separate and apart from the actual sale of any Nationwide products which may be used to provide the Plan’s underlying investments, including core Plan administration and trust services. Sponsor acknowledges that, to the extent applicable, it has received full disclosure of the payment structure with respect to Plan assets that are invested in investment options offered through a Nationwide affiliate. Sponsor acknowledges that it is solely responsible for providing and maintaining accurate contact information with Nationwide to ensure timely communications related to the Plan’s investments.
