Trustee warranties Clause Samples
The Trustee Warranties clause sets out specific assurances or guarantees that the trustee makes regarding their authority, capacity, and compliance with relevant laws in managing the trust. Typically, this clause requires the trustee to confirm that they have been properly appointed, are acting within their powers, and have not breached any obligations or restrictions. By including these warranties, the clause provides reassurance to other parties—such as beneficiaries or counterparties in transactions—that the trustee is acting legitimately and that the trust's actions are valid, thereby reducing the risk of disputes or invalid transactions.
Trustee warranties. To the extent to which the Contractor is trustee of a trust, the Contractor warrants that:
(a) it enters into this Agreement in its own capacity and in its capacity as trustee of the trust;
(b) the trust has been duly constituted and any trust deed in relation to it is not void, voidable or otherwise unenforceable;
(c) it has the capacity to be trustee of the trust and has power as trustee unconditionally to execute and deliver and comply with its obligations under this Agreement;
(d) it has taken all necessary action required by the trust deed or otherwise to authorise the unconditional execution and delivery of and compliance with its obligations under this Agreement;
(e) in executing and delivering this Agreement and entering into the transactions contemplated by it, it has properly complied with its obligations to the beneficiaries of the trust and the execution and delivery of this Agreement and the entry into the transactions contemplated by it are for the benefit of the beneficiaries of the trust and do not constitute a conflict of interest or duty or breach of trust;
(f) it has a right to be indemnified out of all of the property of the trust in relation to all of the obligations of the trustee under this Agreement;
(g) it has not released or disposed of its equitable lien over the property of the trust which secures that indemnity;
(h) it has not agreed to limit or exclude and has not committed any breach of trust or done or omitted to do anything which has prejudiced or limited its right of indemnity or equitable lien;
(i) the rights of the beneficiaries of the trust in relation to and their interest in the property of the trust are subject to and rank in priority behind:
(i) the rights of VicForests in relation to and its interest in the property of the trust; and
(ii) any right to or interest in the property of the trust to which VicForests may from time to time be subrogated;
(j) it is the only trustee of the trust and no action has been taken to remove it as trustee of the trust or to appoint an additional trustee of the trust;
(k) no action has been taken to terminate the trust;
(l) it has not defaulted in compliance of its obligations of trustee of the trust; and
(m) it has disclosed in writing to VicForests full particulars of the trust and any other trust or fiduciary relationship affecting the property of the trust.
Trustee warranties. The Trustee warrants that:
(a) it has full power and authority to enter into this Agreement and to perform the Trustee’s obligations under this Agreement and the Trust Deed;
(b) it is the sole trustee of the Trust and no action has been taken to remove or replace the Trustee; and
(c) it has the right to be fully indemnified out of the assets of the Trust in respect of all its obligations under this Agreement, and the Trustee has not done or omitted to do anything that would result in its right of indemnity being restricted or limited in any way.
Trustee warranties. Each of the Trustees warrants:
8.1 that he has legal title to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
8.2 that he has both ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
8.3 that he has no knowledge of any circumstance unknown ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Trustee warranties. The Trustee represents and warrants that:
(a) (power) it has power as trustee of the Trust to execute this document and any documents created under or in connection with this document and to carry out the transactions that this document contemplates;
(b) (due performance) in executing this document and any documents created under or in connection with this document and in carrying out the transactions that this document contemplates, the Trustee and its representatives have properly performed their obligations to the beneficiaries of the Trust;
(c) (Trust action taken) all necessary action to authorise the execution and delivery of, and compliance with all the Developer’s obligations under, this document has been taken;
(d) (sole Trustee) the Trustee is the only trustee of the Trust;
(e) (no removal of Trustee) no action has been taken to remove the Trustee as trustee of the Trust or to appoint an additional trustee of the Trust.
(f) (no default) the Trustee has not defaulted in the performance of its obligations as trustee of the Trust;
(g) (Trust duly constituted) the Trust is duly constituted and is not void, voidable or otherwise unenforceable;
(h) (capacity) the Trustee is duly incorporated in accordance with the laws of its place of incorporation, validly exists under those laws and has the capacity to ▇▇▇ and be sued in its own name, to own property and to act as trustee of the Trust; and
(i) (solvency) the Trustee is not insolvent.
Trustee warranties. Each Trustee gives the warranties in Schedule 3 to and for the benefit of each Subscriber.
Trustee warranties. 12.1 If you have entered into the agreement as trustee of a trust (“Trust”), you:
(a) enter into the agreement personally and in your capacity as trustee; and
(b) warrant that:
(i) the Trust is validly constituted, and no steps have been taken to terminate the Trust;
(ii) you were properly appointed as trustee of the Trust and that you are the sole trustee of the Trust;
(iii) you have the power (and have obtained all authorisations necessary) to enter into the agreement, comply with your obligations under the agreement and allow the agreement to be enforced;
(iv) you and your directors and other officers have complied with your obligations in connection with the Trust;
(v) you have a right to be fully indemnified out of the Trust property in respect of your obligations and liabilities incurred under the agreement; and
(vi) the Trust property is sufficient to satisfy your right of indemnity in relation to your obligations under the agreement in full, and all other obligations in respect of which you have a right to be indemnified out of Trust property, and you have not released or disposed of your equitable lien over the assets of the Trust.
Trustee warranties. If the Grantee enters into this Agreement as a trustee, the Grantee:
a) is liable both personally and in its capacity as trustee; and
b) represents and warrants that:
i. it is the sole trustee of the trust;
ii. it is not in breach of trust;
iii. it has the right to be fully indemnified out of the trust assets for obligations incurred under this Agreement before the claims of beneficiaries; and
iv. this Agreement is for the benefit of the trust.
Trustee warranties. Provision has been made for the proposition that one or more people may hold shares as trustees. The buyer should make certain that any such person is a disinterested trustee. It could be that a major shareholder has placed some of shares in a family trust and he remains a trustee, or that some other person is a trustee. Either way, the buyer should insist that such person himself either gives full warranties or guarantees the same on behalf of his trustee(s). ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . The trustees warrant only that they are selling fairly and know of no reason why the sale should not proceed. He has ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Trustee warranties. Each Trustee Party (both in its own right and as trustee of the Relevant Trust) represents and warrants to each other party that:
Trustee warranties. The Trustee, in its personal capacity and on behalf of the Trust, warrants to the Seller that at the date of this Agreement:
(a) the Trust has been duly constituted and has not been terminated, nor has the date or any event occurred or been declared for the vesting of the Trust;
(b) it is validly appointed as the sole trustee of the Trust, it has not given any notice of resignation and no action has been taken to remove it or to appoint an additional trustee of the Trust and it is not in breach of the Trust or its obligations under the Trust Deed, and no allegation has been made that it has breached its obligations under the Trust Deed;
(c) a date has not been declared under the Trust Deed as the date on which the Trust will be vested or come to an end;
(d) all stamp duty properly payable in respect of the Trust Deed has been paid;