Representations and Warranties of the Board of Trustees. A. The Board of Trustees represents and warrants to the Investment Manager that the Board of Trustees is a fiduciary authorized to enter into this Agreement and to appoint the Investment Manager as its investment manager in accordance with the terms hereof and that the person executing this Agreement for and on behalf of the Board of Trustees is authorized to do so.
Representations and Warranties of the Board of Trustees. The Board of Trustees jointly (and not severally), and subject to the respective knowledge of each trustee, hereby represents and warrants to HCo and New Hydrogenics, and acknowledges that each of HCo and New Hydrogenics is relying on such representations and warranties, that:
Representations and Warranties of the Board of Trustees. The Board of Trustees represents and warrants to the Investment Manager that the Board of Trustees is a fiduciary authorized to enter into this Agreement and to appoint the Investment Manager as its investment manager in accordance with the terms hereof and that the person executing this Agreement for and on behalf of the Board of Trustees is authorized to do so. The Board of Trustees represents and warrants to the Investment Manager that if another entity should be substituted for the Master Custodian as custodian of the Master Trust assets, the Board of Trustees shall promptly notify the Investment Manager of such substitution and the substituted entity will thereafter be deemed to be the Master Custodian for purposes of this Agreement. The Board of Trustees represents and warrants to the Investment Manager that it has received a copy of the Investment Manager’s ADV Part II within forty-eight (48) hours prior to the execution of this Agreement. The Board of Trustees represents and warrants to the Investment Manager that, as a fiduciary, it is responsible for assuring the Fund’s Investment Guidelines are prudent for the Fund’s assets. The Board of Trustees represents and warrants to the Investment Manager that the decision to allocate any Master Trust assets to the Sub-Account is solely the responsibility of the Board of Trustees and is independent of the Investment Manager’s fiduciary responsibilities as established pursuant to this Agreement. The Board of Trustees represents and warrants to the Investment Manager that it has determined that the initial investment of the Master Trust assets in the Sub-Account satisfies the applicable provisions of Illinois law. The Board of Trustees represents and warrants to the Investment Manager that the Investment Manager is responsible for diversification or investment requirements applicable to the Master Trust assets allocated to the Sub-Account only, and not to the Master Trust assets as a whole. The Board of Trustees represents and warrants to the Investment Manager that the Fund is qualified under Section 414(d) of the Internal Revenue Code of 1986 as a governmental plan.
