Representations by the Trustee Clause Samples
The 'Representations by the Trustee' clause sets out the specific statements or assurances that the trustee makes regarding their authority, capacity, and compliance with relevant laws or agreements. Typically, this clause confirms that the trustee is duly appointed, has the power to enter into the agreement, and is not in breach of any obligations that would affect their role. By including these representations, the clause provides assurance to other parties that the trustee is legally able and properly authorized to act, thereby reducing the risk of disputes or challenges to the trustee's actions under the agreement.
Representations by the Trustee. The Trustee represents and warrants that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure.
Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution and delivery by the Trustee of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement...
Representations by the Trustee. The Trustee represents and warrants that (a) it is authorized under the Declaration of Trust to execute and deliver this Agreement (b) there are no restrictions or limitations on the Subaccount's investments imposed by applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and any additional investment objectives and policies that have been established by the Trustee for the Subaccount as set forth in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission relating to the Fund, as the same may be amended from time to time (ii) those provided in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee's judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (c) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (d) it is an "intermediate customer" within the meaning of regulations promulgated by the Financial Services Authority.
Representations by the Trustee. Except to the extent otherwise disclosed in writing to the Contributors, the Trustee as on the date of signing of this Agreement, shall hereby be deemed to have represented, assured and confirmed for the purposes of the Fund and undertaken as follows:
5.1.1. It is duly incorporated under the laws of India and has the power to conduct its business as presently conducted and to enter into this Agreement;
5.1.2. It has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and approvals (corporate, statutory, regulatory or otherwise) to authorise the execution, delivery and performance of this Agreement;
5.1.3. Nothing in this Agreement conflicts with the constitutional documents of the Trustee or any judgment, decree or order or any statute, rule or regulation applicable to it;
5.1.4. It is not currently engaged in or threatened by any litigation whose outcome might materially and adversely affect its financial condition or that of the Fund;
5.1.5. It has neither issued nor agreed to issue any options over any of the Units of the Fund;
5.1.6. It has no outstanding obligations or liabilities contingent or otherwise (including tax liabilities) which might materially and adversely affect its financial condition or of the Fund;
5.1.7. It has not incurred any indebtedness which is secured by any mortgage, pledge, charge or lien on the assets of the Fund or that is inconsistent with this Agreement or its duties, responsibilities and obligations towards the Fund or the Contributors thereof;
5.1.8. It has not guaranteed or entered into any arrangement for guaranteeing the debts of any other company such that it is inconsistent with its duties, responsibilities and obligations towards the Fund or the Contributors thereof;
5.1.9. All Government approvals and statutory permissions to the extent and as are necessary for the execution of this Agreement and the creation of the Trust and the Fund, and for receiving the Capital Contribution and issuance of Units, have been obtained and the investment by the Contributors in the Fund will be valid, legal and binding under the Applicable Laws;
5.1.10. The proceeds of the Capital Contributions will be used for the purposes described in the Fund Documents including the Indenture and this Agreement and, to the extent not inconsistent therewith, the Memorandum.
Representations by the Trustee. The Trustee represents and warrants that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (b) Advisor is not responsible for complying with the restrictions on investment in employer securities imposed by ERISA section 407; (c) the Trustee is authorized to enter into this Agreement and appoint the Advisor hereunder and such Agreement and appointment are consistent with the documents governing the Plans and Applicable Law; (d) the Advisor is not responsible for the overall diversification of the Plan or the role that the Subaccount plays in the Plan’s overall investment strategy; (e) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (f) the Subaccount is not registered, nor is it required to register, as an investment company under the U.S. Investment Company Act of 1940. These representations are deemed to be repeated by the Trustee each time the Advisor executes a transaction on behalf of the Subaccount. The Trustee shall notify the Advisor if any of the representations in this Section 5 cease to be true. The Trustee acknowledges receipt of the following documents, as provided to the Trustee by the Advisor in accordance with requirements on the Advisor pursuant to the FSA Rules:
(i) Execution Policy
(ii) Conflict Management Disclosure Statement
(iii) Investment Risks Statement For these purposes the above terms are defined as follows: Best Execution Taking all reasonable steps to ...