Representations of Trustee Clause Samples

Representations of Trustee. I understand that the amounts credited to my Deferral Account remain the general assets of the Invesco Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the Invesco Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated:
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Representations of Trustee. The Trustee represents that: The representations of the Trustee in Section 6.01(a) of the Master Trust Indenture are correct and are affirmed as of the date hereof. The execution, delivery and performance of this First Supplemental Indenture by the Trustee have been duly authorized by the Trustee. Assuming the enforceability of the Master Indenture against the Transportation Enterprise, the Master Indenture is enforceable against the Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of the powers delegated to it by the Constitution of the United States. The execution, delivery and performance of the terms of the Master Indenture by the Trustee does not and will not conflict with or result in a violation or a breach of any law or the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitute a default under any of the foregoing or, except as specifically provided in the Master Indenture, result in the creation or imposition of a lien or encumbrance whatsoever upon the Trust Estate or any of the property or assets of the Trustee. There is no litigation or proceeding pending or threatened against the Trustee affecting the right of the Trustee to execute, deliver or perform its obligations under the Master Indenture. Except for actions to be taken pursuant to the terms of the Master Trust Indenture and this First Supplemental Indenture, all conditions to the execution and delivery of this First Supplemental Indenture by the Trustee have been satisfied. MISCELLANEOUS
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Representations of Trustee. Section 4.01. Representations of Trustee 4 Section 5.01. Authorization by Transportation Enterprise 4 Section 5.02. Interpretation and Construction 5 Section 5.03. Table of Contents, Titles and Headings 5 Section 5.04. Captions 5 Section 5.05. Execution in Counterparts 5 Section 5.06. Ratification 5 APPENDIX A 2023 TIFIA LOAN AGREEMENT 1 FIRST SUPPLEMENTAL TRUST INDENTURE THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this “First Supplemental Indenture”) is dated as of [], 2023 and is entered into by and between the COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a government-owned business within the Colorado Department of Transportation and a division of the Colorado Department of Transportation (the “Transportation Enterprise”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein have the meanings assigned to them in the Glossary attached to the Master Trust Indenture, dated as of [] 1, 2023 (the “Master Trust Indenture”) between the Transportation Enterprise and the Trustee, as such Glossary is amended, supplemented and restated from time-to-time.
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Representations of Trustee. I understand that the amounts credited to my Deferral Account remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. [continued on next page] I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: ___________
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Representations of Trustee. Section 4.01. Representations of Trustee 4 ARTICLE V MISCELLANEOUS Section 5.01. Authorization by Transportation Enterprise 4 Section 5.02. Interpretation and Construction 5 Section 5.03. Table of Contents, Titles and Headings 5 Section 5.04. Captions 5 Section 5.05. Execution in Counterparts 5 Section 5.06. Ratification 5 Supplemental Indenture”) is dated as of March 1, 2017 and is entered into by the Colorado High Performance Transportation Enterprise (the “Transportation Enterprise”) and Zions Bank, a division of ZB, National Association, as trustee (the “Trustee”). Capitalized terms used herein have the meanings assigned to them in the Glossary attached to the Master Trust Indenture of even date herewith (the “Master Trust Indenture”) between the Transportation Enterprise and the Trustee, as such Glossary is amended, supplemented and restated from time-to-time.
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Representations of Trustee. To induce (i) the parties to enter into this Agreement and the other Transaction Documents, (ii) the Noteholder and the Equity Investor to make the Loan and Equity Advances to Owner, and (iii) Surety to issue the Surety Bond, Trustee represents and warrants to Noteholder, Surety and Equity Investor that the representations and warranties of Trustee set forth in the Trust Agreement are true, correct and complete as of the date hereof and will be, true, correct and complete as of the Closing Date.
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Representations of Trustee. I understand that the amounts credited to my Deferral Account remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: TRUSTEE: RECEIVED: AIM Funds By: Date: With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) dated as of December 31, 2008 by and between the undersigned and the AIM Funds, I hereby make the following modifications to my prior deferral elections:
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Representations of Trustee. In consideration of the foregoing and to induce the Purchaser to purchase the Series 2012 Certificates, the Trustee hereby represents to the Purchaser that: (a) The Trustee is a state banking corporation duly and legally organized under the laws of the State of Kansas having full power and authority to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform its obligations under the Certificate Documents to which it is a party and this Certificate Purchase Agreement and to issue and deliver the Series 2012 Certificates. (b) The Trustee has duly authorized the Certificate Documents to which it is a party, this Certificate Purchase Agreement, the issuance and delivery of the Series 2012 Certificates and all actions necessary or appropriate to carry out the same, and each such document, when executed and delivered by the Trustee, will constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws or equitable principles affecting the enforcement of creditors’ rights generally. (c) The execution, delivery and performance by the Trustee of the Certificate Documents to which it is a party and this Certificate Purchase Agreement, and the issuance and delivery of the Series 2012 Certificates, will not violate or conflict with any provision of the articles of association or charter of the Trustee or any applicable statute (including the Act), or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the Trustee is subject, or conflict with or constitute a breach of or a default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the Trustee is a party or by which it is bound. (d) There is no action, suit, proceeding, investigation or inquiry by or before any court, agency or other governmental or administrative board or body pending or, to the knowledge of the Trustee, threatened challenging or contesting the powers of the Trustee, the authorization of any members, directors, commissioners or officers of the Trustee to act in their respective capacities, the issuance of the Series 2012 Certificates, the validity or enforceability of the Certificate D...
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Related to Representations of Trustee

  • REPRESENTATIONS OF THE TRUST The Trust certifies to Ultimus that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Representations of the Note Holders Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.

  • Representations and Warranties of Trustee The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.

  • Representations and Warranties of the Indenture Trustee The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association duly organized, validly existing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.