Representations and Warranties of the Trustees Sample Clauses
The "Representations and Warranties of the Trustees" clause sets out the specific statements and assurances that the trustees affirm to be true at the time of entering into the agreement. Typically, this includes confirming their authority to act as trustees, the validity of the trust, and that no undisclosed liabilities or legal impediments exist. By requiring these representations and warranties, the clause provides assurance to other parties that the trustees are acting within their powers and that the trust is in good standing, thereby reducing the risk of future disputes or challenges to the trustees' authority.
Representations and Warranties of the Trustees. The Bank, the Delaware Bank, the Property Trustee and the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
(a) the Bank is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of New York, and the Delaware Trustee is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) each of the Bank and the Delaware Bank has full corporate power, authority and legal right to execute, deliver and perform their obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(c) this Trust Agreement has been duly authorized, executed and delivered by each of the Bank and the Delaware Bank and constitutes the valid and legally binding agreement of each of the Bank and the Delaware Bank, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(d) the execution, delivery and performance by each of the Bank and the Delaware Bank of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank, the Property Trustee, the Delaware Bank and the Delaware Trustee and do not require any approval of stockholders of the Bank or the Delaware Bank and such execution, delivery and performance will not (i) violate the Bank's or the Delaware Bank's Charter or By-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of New York or Delaware, as the case may be, governing the banking or trust powers of the Bank and the Property Trustee or the Delaware Bank and the Delaware Trustee, or any order, judgment or decree applicable to the Bank, the Property Trustee, the Delaware Bank or the Delaware Trustee; and
(e) neither the authorization, execution or delivery by the Bank or the Delaware Bank of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Property Trustee, the Delaware Bank or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agr...
Representations and Warranties of the Trustees. The Bank, the Delaware Bank, the Property Trustee and the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
Representations and Warranties of the Trustees. Each Trustee represents and warrants to the Initial Beneficiary and the Holders as follows:
Representations and Warranties of the Trustees. Each Trustee represents and warrants to Parent and Purchaser as follows:
(a) The Trustees have, in trust, good and marketable record title to the Shares, free and clear of any claims, security interests, liens and encumbrances, and the transfer of such portion of the Shares hereunder will pass to Purchaser (or to Parent pursuant to the exercise of the Option) good and marketable record title to such portion of the Shares, free and clear of any claims, security interests, liens and encumbrances whatsoever.
(b) Jame▇ ▇▇▇▇▇▇▇▇▇, ▇▇nn▇▇ ▇▇▇▇▇▇ ▇▇▇ Char▇▇▇ ▇▇▇▇ ▇▇▇ the only lawful and duly appointed trustees of the Voting Trust and have the full power, authority and legal right to enter into this Agreement and to carry out the transactions contemplated hereby.
(c) This Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other
Representations and Warranties of the Trustees. Each Trustee hereby represents and warrants (solely in his/her capacity as a Trustee and not individually and not jointly and severally) to the Company as follows:
Representations and Warranties of the Trustees. The Trustees represent and warrant to the Paying Agent that:
(a) the Trust is a validly existing trust under the laws of the State of New York and the Trustees have full power under the Trust Agreement to execute and deliver this Agreement and to authorize, create and issue the PEPS;
(b) this Agreement has been duly and validly authorized, executed and delivered by the Trustees and constitutes the valid and binding agreement of the Trustees,
(c) the form of the certificate evidencing the PEPS complies with all applicable laws of the State of New York;
(d) the PEPS have been duly and validly authorized, executed and delivered by the Trustees and are validly issued;
(e) the PEPS have been registered under the Securities Act of 1933 and the Trust has been registered under the Investment Company Act and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of this Agreement or the issuance of the PEPS;
(f) the execution and delivery of this Agreement and the issuance and delivery of the PEPS 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 Trust Agreement, any law or regulation, any order or decree of any court or public authority having jurisdiction over the Trust, or any mortgage, indenture, contract, agreement or undertaking to which the Trustees are a party or by which any of them are bound; and
(g) no taxes are payable upon or in respect of the execution of this Agreement or the issuance of the PEPS.
Representations and Warranties of the Trustees. Each of ------------------------------------------------ the Trustees in their respective individual capacities (and where indicated, as trustee) represents and warrants, severally and not jointly, to each of the other Participants as of the date hereof as follows:
Representations and Warranties of the Trustees. 3.4.1 By its acceptance to be a Trustee, each corporate Trustee, as the case may be, hereby represents and warrants to the Settlor and the Unitholders that: (a) it is incorporated under the laws of Canada or a province thereof; (b) it is authorized under the laws of the Province of Québec to act as a trustee as contemplated in Article 1274 of the Civil Code; and (c) it is at least 51% owned by residents.
3.4.2 By his acceptance to be a Trustee, each individual represents and warrants to the Settlor and the Unitholders that he satisfies all qualifications hereunder and under the laws of the Province of Québec to act as a trustee as contemplated in the Civil Code.
Representations and Warranties of the Trustees. 34 Section 7.01 Representations and Warranties of the Trustee . . . . . . . . . . . . . . . . . . . 34
Representations and Warranties of the Trustees. The Trust hereby represents and warrants to Parent as follows: