Representations and Warranties of Custodian. 3.1 Custodian hereby represents and warrants that it is a national bank duly organized under the laws of the United States of America and that this Agreement has been duly executed by the Custodian and to the best of Custodian’s knowledge will not violate any Applicable Law or any agreement, instrument judgment order or decree which Custodian is a party or to which it is bound.
Representations and Warranties of Custodian. Custodian represents and warrants to and covenants with MLCC as follows:
(a) Custodian is a corporation duly incorporated, validly existing and in good standing under the laws of Minnesota.
(b) Custodian has full corporate power to execute, deliver and perform the obligations under this Agreement. MLCC may rely on the actions of Custodian without further inquiry. No additional consent, authorization, or regulatory filing is required in order for Custodian to legally perform its obligations.
(c) This agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against Custodian in accordance with the terms herein except as limited by bankruptcy, insolvency, liquidation or other similar laws affecting generally the enforcement of creditor's rights.
Representations and Warranties of Custodian. The Custodian represents and warrants to the Fund that:
(a) the Custodian has the power under its charter to enter into and perform its obligations under this Agreement; and
(b) the Custodian has duly executed this Agreement so as to constitute valid and binding obligations of the Custodian.
Representations and Warranties of Custodian. The Custodian represents and warrants to the Customer that:
(a) the Custodian has the power under its charter to enter into and perform its obligations under this Agreement.
(b) the Custodian has duly executed this Agreement so as to constitute valid and binding obligations of the Custodian.
Representations and Warranties of Custodian. The Custodian hereby represents and warrants to the Indenture Trustee and the Trustee, for the benefit of each Trust, that:
(a) it is a national banking association duly organized and validly existing and in good standing under the laws of the State of Iowa and has full power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Custodial Agreement would require, such qualification;
(b) it, and each Person acting on its behalf, has full power and authority to execute and deliver this Custodial Agreement and to perform all of its obligations under this Custodial Agreement; and
(c) this Custodial Agreement, and each instrument and document required hereunder that was executed and delivered by, or on behalf of, the Custodian, has been executed and delivered by a duly authorized officer of the Custodian.
Representations and Warranties of Custodian. Custodian hereby represents and warrants that, as of the date of this Agreement and as of any date on which Gold is credited to, debited from, or substituted in, the Account:
(a) it is a bank, duly organized under the laws of its country of organization as set forth above, and it is regulated as such by that country's government or an agency thereof;
(b) it has and shall maintain during the term of this Agreement at least the minimum amount of capital required to be an approved depository in respect of gold futures traded on COMEX;
(c) this Agreement has been duly authorized, executed and delivered on its behalf and constitutes the legal, valid and binding obligation of Custodian;
(d) the execution, delivery and performance of this Agreement by Custodian do not and will not violate any applicable law or regulation and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained, which are identified on Schedule A hereto and which are in full force and effect; and
(e) Gold substituted by it for other Gold previously held in the Account meets part (1) of the definition of "Gold" in this Agreement and has a fine weight at least equal to the fine weight of the Gold for which it was substituted.
Representations and Warranties of Custodian. The Custodian represents and warrants to the Administrative Agent that:
(a) the Custodian is a Trust Company duly organized and validly existing under the laws of the State of New York, has the power to transact the business in which it is presently engaged, has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under this Custodial Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Custodial Agreement;
(b) this Custodial Agreement has been duly executed and delivered on behalf of the Custodian and constitutes a legal, valid and binding obligation of the Custodian enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in proceedings in equity or at law); and
(c) to its knowledge, the execution, delivery and performance by the Custodian (without reference to any of its Affiliates) of this Custodial Agreement does not and will not violate any provision of law and does not and will not conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree or other similar document or instrument of any court or governmental authority, bureau or agency, domestic or foreign, or the charter or by-laws of the Custodian or create a default under or breach of any agreement, instrument, document, bond, note or indenture to which the Custodian is a party or by which it or any of its properties or assets is bound or affected.
Representations and Warranties of Custodian. Custodian hereby represents, warrants and covenants to Company that:
(a) the terms of this Agreement do not violate any obligation by which Custodian is bound, whether arising by contract, operation of law or otherwise;
(b) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon Custodian in accordance with its terms;
(c) Custodian will deliver to Company such evidence of such authorization as Company may reasonably require, whether by way of a certified resolution, opinion of counsel or otherwise;
(d) Custodian, in its capacity as such, is not required to maintain any fidelity bond insurance with respect to Account Securities pursuant to the requirements of any law applicable to Custodian;
(e) Custodian has furnished Company the names of all Persons currently authorized to act on behalf of Custodian hereunder; and
(f) with respect to any matters covered by this Agreement, Company shall be entitled to assume any document delivered herewith remains in effect and any Person named herein or pursuant hereto continues to be authorized to act hereunder until it is notified of any amendment, change or substitute.
Representations and Warranties of Custodian. The Custodian hereby represents and warrants to the Indenture Trustee and the Trustee for the benefit of each of the Trusts that:
(a) it is a national banking association duly organized and validly existing under the laws of the United States and has full power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Custodial Agreement would require, such qualification;
(b) it, and each Person acting on its behalf, has full power and authority to execute and deliver this Custodial Agreement and to perform all of its obligations under this Custodial Agreement;
(c) this Custodial Agreement, and each instrument and document required hereunder that was executed and delivered by, or on behalf of, the Custodian, has been executed and delivered by a duly authorized officer of the Custodian; and
(d) this Custodial Agreement constitutes a valid and legally binding obligation of the Custodian enforceable against the Custodian in accordance with its terms, except as enforcement may be limited by general principles of equity and bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally.
Representations and Warranties of Custodian. Custodian represents and warrants to and covenants with MLCC as follows:
(a) Custodian is a corporation duly incorporated, validly existing and in good standing under the laws of Minnesota.
(b) Custodian has full corporate power to execute, deliver and perform the obligations under this Agreement. MLCC may rely on the actions of Custodian without further inquiry. No additional consent, authorization, or regulatory filing is required in order for Custodian to legally perform its obligations.
