Common use of Validly Existing Clause in Contracts

Validly Existing. (i) APN PG is a validly existing corporation registered under the laws of its place of incorporation; (ii) APD Trust is duly established, is validly subsisting, has not been terminated and is a registered managed investment scheme; (iii) APN RE is the (and is the only) trustee and responsible entity of APD Trust, has been validly appointed and remains as responsible entity of APD Trust; (iv) as far APN RE is aware, no action has been taken to either: (A) terminate APD Trust; or (B) wind up APD Trust whether under Chapter 5C of the Corporations Act or otherwise, other than any frivolous or vexatious application, or any application that is set aside within 14 days or, if earlier, by the Second Court Date; (v) APN RE has not exercised its powers under the APD Trust Constitution to release, abandon or restrict any power conferred on it by the APD Trust Constitution; (vi) APN RE is not in default under the APD Trust Constitution; and (vii) subject to law and the APD Trust constitution, APN RE has the right to be fully indemnified out of the Trust Property in respect of the obligations incurred by it as responsible entity of APD Trust under the documents to which it is a party, and as far as APN RE is aware there is nothing that would prevent APN RE from being fully indemnified out of the Trust Property for any obligations under or in connection with this deed or any of the transactions contemplated by the deed that it incurs in its capacity as responsible entity of APD Trust.