Representations and Warranties of Trust. The Trust makes the following representations and warranties to Custodian:
2.2.1 The obligations of the Trust set forth in this Agreement have been authorized by the Trust’s Board of Trustees, acting as such Trustees for and on behalf of the Trust, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Trust, provided, however, that this Agreement has been executed by Officers of the Trust as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Trust and then only to the extent of the assets of the Trust.
Representations and Warranties of Trust. TRUST hereby represents and warrants to REIT, subject to the exceptions set forth in the disclosure schedule prepared by TRUST and delivered to REIT concurrently with the execution and delivery of this Agreement (“TRUST’s Disclosure Schedule”), that as of the date hereof as follows:
Representations and Warranties of Trust. The Trust hereby represents and warrants to each Lender that, as of the date of this agreement:
(a) it has been validly settled and is validly subsisting under the laws of the Province of Ontario;
(b) it has full power and capacity to execute and deliver each of the Trust Agreements and to perform its obligations thereunder, including, without limitation, this agreement;
(c) this agreement and, at the time it enters into such document, each other Trust Agreement has been or will have been duly executed and delivered by the Trust;
(d) assuming due authorization, execution and delivery thereof by all the parties thereto other than the Trust, this agreement and, at the time it enters into such document, each other Trust Agreement is or will be a legal valid, and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, and other laws affecting the rights of creditors generally, (ii) the qualification that equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction, (iii) the qualification that the effectiveness of any provision of any Trust Agreement exculpating a party from a liability or duty otherwise owed by it to another may be limited by law, (iv) the qualification that the awarding of costs is in the discretion of a court of competent jurisdiction, and (v) the qualification that any provision in the Trust Agreements which purports to sever from the relevant Trust Agreement any provision therein which is prohibited or unenforceable under applicable law without effecting the validity of the remainder of such Trust Agreement would be enforced only to the extent that a court determines that such prohibited or unenforceable provision could be severed without impairing the interpretation and application of the remainder of the relevant Trust Agreement;
(e) the Notes, when duly executed either manually or by mechanically reproduced facsimile signature of any of the officers of the Issuer Trustee and certified by the manual countersignature of the Issuing Agent and delivered in compliance with the terms and conditions of the Trust Indenture and the Series A Supplement and when issued and delivered to the Liquidity Agent in accordance with the terms hereof, will constitute legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance wit...
Representations and Warranties of Trust. 7.1 Representations and Warranties of Trust 14
Representations and Warranties of Trust. The Trust makes the following representations and warranties to Custodian:
Representations and Warranties of Trust. Company and --------------------------------------------------- Owner Trustee. Trust Company further represents and warrants (with respect to ------------- paragraphs (a) through (i) below) to each of the other parties hereto and Owner Trustee represents and warrants (with respect to paragraphs (i) through (1) below) that:
(a) Assuming due authorization, execution and delivery of the Trust Agreement by Owner Participant, Owner Trustee has all requisite power and authority as Owner Trustee to execute and deliver this Agreement and the other Operative Documents and Xxxxxx Agreements to which it is or is to be a party.
(b) Assuming due authorization, execution and delivery of the Trust Agreement by Owner Participant, Owner Trustee has taken all action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, and each such Operative Document and Xxxxxx Agreement has been or on or prior to the Closing Date (or the In-Service Date with respect to the Lease) will be duly executed and delivered by it.
(c) Assuming due authorization, execution and delivery of the Trust Agreement by Owner Participant, neither the execution and delivery by Owner Trustee of any of the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company, (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties governing the banking or trust powers of Owner Trustee, (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Owner Trustee is a party or by which any of its properties may be bound or affected, (iv) contravenes Trust Company's charter or by-laws or (v) results in the creation of any Lien (other than a Permitted Lien of the typed specified in clause (a) of the definition thereof) upon any of Owner Trustee's property.
(d) Assuming due authorization, execution and delivery of the Trust Agreement by Owner Participant, neither the execution and delivery by Owner Trustee of any Operative Documents or Xxxxxx Agreements to which it is or wi...
Representations and Warranties of Trust. The Trust represents and warrants to CISC that:
(a) It is a business trust duly organized and existing in good standing under the laws of the State of Massachusetts;
(b) The Fund is an open-end diversified management investment company registered under 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 Fund being offered for sale;
(d) The Trust 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;
(e) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement.
Representations and Warranties of Trust. COMPANY, LESSOR TRUSTEE AND LESSOR
Representations and Warranties of Trust. Except as set forth in Schedule 5A hereto the Trust represents and warrants with respect to the South Gate Property as follows:
Representations and Warranties of Trust. GMO Series Trust represents and warrants to the Company that:
a. Trust is a Massachusetts business trust organized, existing in good standing under the laws of the Commonwealth of Massachusetts.
b. Shares of the Funds are registered and authorized for sale in accordance with any and all applicable federal and state securities laws.
c. It is authorized to enter into and perform this Agreement, and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents or agreements of or on behalf of the Funds.
d. It agrees to notify the Company promptly in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.
