Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
6.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
6.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
6.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.
6.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
6.5 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 and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of the state of Delaware.
3.02 It is duly qualified to carry on its business in Delaware and in Texas.
3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
3.06 It is registered as a Transfer Agent as required by the federal securities laws.
3.07 This Agreement is a legal, valid and binding obligation to it.
Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
4.3 It is empowered under Applicable Law and by its charter and by-laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.5 It is in compliance with federal securities law requirements in all material respects with respect to its business, including but not limited to Applicable Law, and is in good standing as a registered transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
4.6 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 and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived.
4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services contemplated in this Agreement.
4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
4.7 It is entering into this Agreement and provision of the Services does not violate any other obligations it may have.
4.8 It shall at all times employ a current version of a leading commercially available virus detection software program that employs regular updates to test the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or software.
4.9 The Transfer Agent will (a) comply with all applicable anti-corruption laws; and (b) not knowingly, accept from, or provide to the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with the negotiation, execution, or performance of this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and the Transfer Agent waives the cure period that would otherwise apply to such breach under that Section. The Transfer Agent shall maintain policies and procedures reasonably designed to promote and achieve compl...
Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent.
4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement.
4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.6 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 and Warranties of the Transfer Agent. 11.1 The Transfer Agent represents and warrants to each Fund that:
(a) It is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts;
(b) It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(c) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement;
(d) It is duly registered with the appropriate regulatory agencies as a transfer agent and such registration will remain in effect for the duration of this Agreement;
(e) 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 and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Trust that:
3.1 It is a trust company duly organized and existing under the laws of the Commonwealth of Massachusetts.
3.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), it will remain so registered for the duration of this Agreement, and it will promptly notify the Trust in the event of any material change in its status as a registered transfer agent.
3.3 It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
3.4 It is empowered under applicable laws and by its organizational documents to enter into and perform the services contemplated in this Agreement.
3.5 All requisite organizational proceedings have been taken to authorize it to enter into and perform this Agreement.
Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform this Agreement.
4.4 It is a transfer agent fully registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.6 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 and Warranties of the Transfer Agent. 8.1 The Transfer Agent represents and warrants to NationsBank that:
(a) it is duly organized and existing and in good standing under the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles of Incorporation and By-Laws and the Transfer Agent Agreement to enter into this Agreement;
(c) all corporate proceedings required by said Articles of Incorporation, By-Laws and applicable laws have been taken to authorize it to enter into this Agreement.
Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Corporation that:
3.1 It is a trust company duly organized and existing under the laws of the Commonwealth of Massachusetts.
3.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), it will remain so registered for the duration of this Agreement, and it will promptly notify the Corporation in the event of any material change in its status as a registered transfer agent.
3.3 It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
3.4 It is empowered under applicable laws and by its organizational documents to enter into and perform the services contemplated in this Agreement.
3.5 All requisite organizational proceedings have been taken to authorize it to enter into and perform this Agreement.
3.6 It is in compliance with all laws applicable to it in the performance of services under this Agreement.
3.7 It has and will continue to maintain access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
