Representations of the Trusts. Each Trust represents and warrants to GFS that:
(i) it is a Trust duly organized and existing and in good standing under the laws of the State of Delaware;
(ii) it is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organizational Documents have been taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company registered under the 1940 Act and will operate in conformance with the 1940 Act and all rules and regulations promulgated thereunder, and all available exemptive relief therefrom, during the term of this Agreement;
(v) a registration statement under the Securities Act of 1933 is currently effective and will remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all the Shares of its Funds being offered for sale; and
(vi) Each of its Fund’s Organizational Documents, Registration Statement and Prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.
Representations of the Trusts. Each Trust certifies to the Transfer Agent that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust, respectively, and, when executed and delivered by each Trust, will constitute a legal, valid and binding obligation of that Trust, enforceable against the Trust 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.
Representations of the Trusts. Each Trust represents and warrants with respect to itself and the Funds that are its series, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(A) (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made.
(B) It shall cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or reasonably requested by Xxxxxxx, in order to enable Xxxxxxx to perform its duties and obligations under this Agreement. To the extent the Trust, the Fund, the investment adviser(s) or any other service provider to the Fund is/are unable to supply Xxxxxxx with all of the information necessary for Ultimus to perform the Services, Xxxxxxx will not be able to fully perform the Services and will not be responsible for such failure.
(C) The Trust’s Agreement and Declaration of Trust, Bylaws, registration statement and each Fund’s organizational documents, and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.
(D) Each of the employees of Ultimus that serves or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be canceled or terminated.
(E) Any officer of the Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such ...
Representations of the Trusts. (a) Xxxx and the Xxxx Trust, jointly and severally, hereby represent and warrant to Liberty that:
(i) Xxxx is for all purposes the true, duly qualified and lawful trustee of the Xxxx Trust;
(ii) Xxxx has full power and exclusive authority, on behalf of the Xxxx Trust, to execute this Agreement and consummate the transactions contemplated hereby with respect to the Xxxx Trust, and has taken such action as is necessary and proper to authorize the execution of this Agreement on behalf of the Xxxx Trust and the consummation of the transactions contemplated hereby with respect to the Xxxx Trust, in each case, including, without limitation, the assumption of certain liabilities of the Xxx Estate pursuant to Section 5.7;
(iii) this Agreement has been duly and validly executed and delivered by the Xxxx Trust and, assuming the due execution and delivery hereof by Liberty, the Exchange Parties and the other Trusts, is a valid and binding obligation of the Xxxx Trust, enforceable against the Xxxx Trust in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general principles of equity; and
(iv) none of the execution and delivery by the Xxxx Trust of this Agreement, the performance by the Xxxx Trust of its obligations hereunder or the consummation of the transactions contemplated hereby with respect to the Xxxx Trust will violate or conflict with (A) any provision of any last will and testament (or similar testamentary document), trust agreement, deed of trust or other organizational document of the Xxxx Trust, (B) any Judgment to which the Xxxx Trust is a party or by or to which the Xxxx Trust, its properties or assets may be subject, bound or affected, or (C) any applicable Law.
(b) The Xxx Trust, the Tyler Trust and the Xxxxxxx Trust, jointly and severally, hereby represent and warrant to Liberty that:
(i) Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxx are the trustees of each of the Xxx Trust, the Tyler Trust and the Xxxxxxx Trust, and, as of the Closing Date, such Person(s) who have not been removed or resigned (or such other Person(s) who may be substituted and duly appointed as successor trustees, prompt notice of which appointment shall be delivered to Liberty) will be the trustees of each of the Xxx Trust, the Tyler Trust and the Xxxxxxx Trust (collectively, the “Trustees”);
(ii) the Trustees are for all purpo...
Representations of the Trusts. Each Trust certifies to WMSS that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited Class R-1 and Class R-2 shares, and (2) this Agreement has been duly authorized by the Trust, respectively, and, when executed and delivered by each Trust, will constitute a legal, valid and binding obligation of that Trust, enforceable against the Trust 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.
Representations of the Trusts. The Trust certifies to Fund Accountant that: (1) as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized unlimited shares, and (2) 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 rights and remedies of creditors and secured parties.
