Representations and Warranties of the Trusts. Each Trust represents and warrants to the Administrator that:
a. It is duly organized, existing and in good standing under the laws of its state of formation;
b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered with the SEC under the 1940 Act;
e. The Registration Statement has been filed and will be effective and (if and as required to be updated) remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, each Trust that is an open-end management investment company is authorized to issue unlimited shares of beneficial interest and each Trust that is a closed-end management investment company has properly listed its shares for trading on a U.S. national securities exchange;
i. Where information provided by the Trust or the Trust’s shareholders includes information about an identifiable individual (“Personal Information”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the Services hereunder.
Representations and Warranties of the Trusts. Each Trust hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(c) It is conducting its business in compliance in all material respects with all applicable U.S. laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business under this Agreement; to the best of its knowledge, there is no U.S. statute, rule, regulation, order or judgment binding on it and no provision of its trust instrument, declaration of trust or other organizational document (as applicable), bylaws or any contract binding it or affecting its property which would prohibit its execution of, or performance under, this Agreement.
Representations and Warranties of the Trusts. Each Trust represents and warrants to the Administrator that:
a. It is a statutory trust, duly organized, existing and in good standing under the laws of the state of its formation;
b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered with the SEC under the 1940 Act;
e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest.
Representations and Warranties of the Trusts. Each Trust represents and warrants, only as to itself, to each applicable Agent as of its Trust Effective Time, as of its Applicable Time (whether to such Agent as principal or through such Agent as agent) and as of the date of each delivery of Notes (whether to such Agent as principal or through such Agent as agent), as follows:
Representations and Warranties of the Trusts. Each Trust represents and warrants to JPMorgan that:
(i) It is a Trust duly incorporated and validly existing under the laws of the jurisdiction of its formation, and has full capacity and authority to enter into this agreement and to carry out its obligations hereunder;
(ii) It has all necessary authorizations, licenses and permits to carry out its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance in all material respects with all laws and regulations applicable to its business and operations;
(iv) This Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties.
Representations and Warranties of the Trusts. Each Trust represents and warrants to Integrated that:
(i) It is a Trust duly incorporated and validly existing under the laws of the jurisdiction of its formation, and has full capacity and authority to enter into this agreement and to carry out its obligations hereunder;
(ii) It has all necessary authorizations, licenses and permits to carry out its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance in all material respects with all laws and regulations applicable to its business and operations;
(iv) This Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties.
Representations and Warranties of the Trusts. The Trusts represent and warrant to the Bank that:
13.1 Each is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.
13.2 Each is empowered under applicable laws and by its trust documents and by-laws to enter into and perform this Consolidated Agreement
Representations and Warranties of the Trusts. The Trusts represent and warrant to the Transfer Agent that:
4.1 They are statutory trusts duly organized and existing and in good standing under the laws of the state of Massachusetts..
4.2 They are empowered under applicable laws and by its Agreement and Declaration of Trust and Bylaws to enter into and perform this Agreement.
4.3 All trust proceedings required by said Agreement and Declaration of Trust and Bylaws have been taken to authorize it to enter into and perform this Agreement.
4.4 They are open-end management investment company registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended is currently, or will be upon commencement of operations, effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trusts being offered for sale.
Representations and Warranties of the Trusts. Each Trust represents and warrants to CFS that:
(a) It is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts;
(b) It is a closed-end management investment company registered as an interval fund under Section 23c-3 of the Investment Company Act of 1940;
(c) Registration statements under the Securities Act of 1933 and applicable state laws are currently effective and will remain effective at all times with respect to all shares of the Trust being offered for sale;
(d) It is empowered under applicable laws and regulations and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement; and
(e) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement.
Representations and Warranties of the Trusts. Each Trust, severally, hereby represents and warrants to the Company that it has all requisite power and authority, and has received all requisite approvals to complete the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by each Trust and constitutes a valid and binding agreement enforceable against it in accordance with its terms.
