Representations and Warranties of the Trustees. The Bank, the Delaware Bank, the Property Trustee and the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
(a) the Bank is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of New York, and the Delaware Trustee is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) each of the Bank and the Delaware Bank has full corporate power, authority and legal right to execute, deliver and perform their obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(c) this Trust Agreement has been duly authorized, executed and delivered by each of the Bank and the Delaware Bank and constitutes the valid and legally binding agreement of each of the Bank and the Delaware Bank, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(d) the execution, delivery and performance by each of the Bank and the Delaware Bank of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank, the Property Trustee, the Delaware Bank and the Delaware Trustee and do not require any approval of stockholders of the Bank or the Delaware Bank and such execution, delivery and performance will not (i) violate the Bank's or the Delaware Bank's Charter or By-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of New York or Delaware, as the case may be, governing the banking or trust powers of the Bank and the Property Trustee or the Delaware Bank and the Delaware Trustee, or any order, judgment or decree applicable to the Bank, the Property Trustee, the Delaware Bank or the Delaware Trustee; and
(e) neither the authorization, execution or delivery by the Bank or the Delaware Bank of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Property Trustee, the Delaware Bank or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agr...
Representations and Warranties of the Trustees. The Bank, the Delaware Bank, the Property Trustee and the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
Representations and Warranties of the Trustees. Each Trustee represents and warrants to Parent and Purchaser as follows:
(a) The Trustees have, in trust, good and marketable record title to the Shares, free and clear of any claims, security interests, liens and encumbrances, and the transfer of such portion of the Shares hereunder will pass to Purchaser (or to Parent pursuant to the exercise of the Option) good and marketable record title to such portion of the Shares, free and clear of any claims, security interests, liens and encumbrances whatsoever.
(b) Jamex Xxxxxxxxx, Xxnnxx Xxxxxx xxx Charxxx Xxxx xxx the only lawful and duly appointed trustees of the Voting Trust and have the full power, authority and legal right to enter into this Agreement and to carry out the transactions contemplated hereby.
(c) This Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other
Representations and Warranties of the Trustees. Each Trustee represents and warrants to the Initial Beneficiary and the Holders as follows:
Representations and Warranties of the Trustees. Each Trustee hereby represents and warrants (solely in his/her capacity as a Trustee and not individually and not jointly and severally) to the Company as follows:
Representations and Warranties of the Trustees. Each of ------------------------------------------------ the Trustees in their respective individual capacities (and where indicated, as trustee) represents and warrants, severally and not jointly, to each of the other Participants as of the date hereof as follows:
Representations and Warranties of the Trustees. 34 Section 7.01 Representations and Warranties of the Trustee . . . . . . . . . . . . . . . . . . . 34
Representations and Warranties of the Trustees. (a) The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
(i) the Bank is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of New York;
(ii) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(iii) this Trust Agreement has been duly authorized, executed and delivered by the Bank and constitutes the valid and legally binding agreement of the Bank, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
Representations and Warranties of the Trustees. 3.4.1 By its acceptance to be a Trustee, each corporate Trustee, as the case may be, hereby represents and warrants to the Settlor and the Unitholders that: (a) it is incorporated under the laws of Canada or a province thereof; (b) it is authorized under the laws of the Province of Québec to act as a trustee as contemplated in Article 1274 of the Civil Code; and (c) it is at least 51% owned by residents.
3.4.2 By his acceptance to be a Trustee, each individual represents and warrants to the Settlor and the Unitholders that he satisfies all qualifications hereunder and under the laws of the Province of Québec to act as a trustee as contemplated in the Civil Code.
Representations and Warranties of the Trustees. 39 SECTION 7.01. Representations and Warranties of the Trustees 39 ARTICLE VIII THE TRUSTEES................................................. 40 SECTION 8.01. Certain Duties and Responsibilities 40 SECTION 8.02. Notice of Defaults 41 SECTION 8.03. Certain Rights of Property Trustee 41 SECTION 8.04. Not Responsible for Recitals or Issuance of Securities 42 SECTION 8.05. May Hold Securities 43 SECTION 8.06. Compensation; Fees; Indemnity 43 SECTION 8.07. Trustees Required; Eligibility 43 SECTION 8.08. Conflicting Interests 44 SECTION 8.09. Co-Trustees and Separate Trustee 44 SECTION 8.10. Resignation and Removal; Appointment of Successor 46 SECTION 8.11. Acceptance of Appointment by Successor 47 SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business 47 SECTION 8.13. Preferential Collection of Claims Against Depositor or Trust 47 SECTION 8.14. Reports by Property Trustee 48 SECTION 8.15. Reports to the Property Trustee 48 SECTION 8.16. Evidence of Compliance with Conditions Precedent 48 SECTION 8.17. Number of Trustees 49 SECTION 8.18. Delegation of Power 49 SECTION 8.19. Enforcement of Rights of Property Trustee by Securityholders 49 SECTION 8.20. Delaware Trustee 50
