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Common use of Representations, Warranties and Indemnity Clause in Contracts

Representations, Warranties and Indemnity. (a) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages and/or losses, including, but not limited to loss, destruction and/or damage to Precious Metals, any injuries, including, but not limited to, bodily injuries or death, any costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's fees, arising out of the presence of any of the Customer's employees, agents, representatives and/or contractors on the premises of the Mint's Facility and/or arising out of the their entering and/or leaving therefrom in connection with the Agreement. (b) The Customer represents and warrants that: (i) The Trust was duly created and settled in accordance with the laws of the province of Ontario; (ii) The Trust continues to be in existence as at the date hereof; (iii) The Mint has been provided with a copy of the Trust Deed and no other document amending, revoking, or otherwise modifying the Trust is in effect; (iv) The Trust is permitted by the Trust Deed and all applicable laws to own the Precious Metals and there are no restrictions under the Trust Deed or any document in relation to the Trust that would preclude them from purchasing, holding, storing, or selling the Precious Metals or transferring the Precious Metals to other jurisdictions; (v) All agents and other representatives of the Trust, including, but not limited to, the Customer, have been duly appointed in accordance with the terms of the Trust Deed and all applicable laws; (vi) The Trust is not in default for the payment of any taxes to the Canada Revenue Agency or to any taxation authority having jurisdiction over the Trust; (vii) The Customer has the lawful authority to enter into the Agreement and to fulfil any and all covenants set forth in the Agreement to be fulfilled by it, and the terms of the Agreement are not in material breach of the Trust Deed, or any other document in relation to the Trust, or any law, regulation, by-law, agreement, charter document or covenant by which it is bound; and (viii) The Trust has legal title to the Precious Metals delivered and stored in the Mint's Facility, with the right to transfer possession of the Precious Metals to the Mint and/or, as applicable, to a Sub-Custodian, free and clear of all liens and encumbrances. (c) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any and all damages, losses, injuries, costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's fees, arising out of any breach of the representations and warranties in Sub-Clause 9(b).

Appears in 4 contracts

Samples: Precious Metal Storage and Custody Agreement (Sprott Physical Silver Trust), Precious Metal Storage and Custody Agreement (Sprott Physical Platinum & Palladium Trust), Precious Metal Storage and Custody Agreement (Sprott Physical Silver Trust)

Representations, Warranties and Indemnity. (a) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages and/or losses, including, but not limited to loss, destruction and/or damage to Precious Metals, any injuries, including, but not limited to, bodily injuries or death, any costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's fees, arising out of the presence of any of the Customer's employees, agents, representatives and/or contractors on the premises of the Mint's Facility and/or arising out of the their entering and/or leaving therefrom in connection with the Agreement. (b) The Customer represents and warrants that: (i) The Trust was duly created and settled in accordance with the laws of the province of Ontario; (ii) The Trust continues to be in existence as at the date hereof; (iii) The Mint has been provided with a copy of the Trust Deed and no other document amending, revoking, or otherwise modifying the Trust is in effect; (iv) The Trust is permitted by the Trust Deed and all applicable laws to own the Precious Metals and there are no restrictions under the Trust Deed or any document in relation to the Trust that would preclude them from purchasing, holding, storing, or selling the Precious Metals or transferring the Precious Metals to other jurisdictions; (v) All agents and other representatives of the Trust, including, but not limited to, the Customer, have been duly appointed in accordance with the terms of the Trust Deed and all applicable laws; (vi) The Trust is not in default for the payment of any taxes to the Canada Revenue Agency or to any taxation authority having jurisdiction over the Trust; (vii) The Customer has the lawful authority to enter into the Agreement and to fulfil any and all covenants set forth in the Agreement to be fulfilled by it, and the terms of the Agreement are not in material breach of the Trust Deed, or any other document in relation to the Trust, or any law, regulation, by-law, agreement, charter document or covenant by which it is bound; and (viii) The Trust has legal title to the Precious Metals delivered and stored in the Mint's Facility, with the right to transfer possession of the Precious Metals to the Mint and/or, as applicable, to a Sub-Custodian, free and clear of all liens and encumbrances. (c) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any and all damages, losses, injuries, costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's fees, arising out of any breach of the representations and warranties in Sub-Clause 9(b8(b).

Appears in 2 contracts

Samples: Precious Metal Storage and Custody Agreement (Sprott Physical Gold Trust), Precious Metal Storage and Custody Agreement (Sprott Physical Gold Trust)

Representations, Warranties and Indemnity. (a) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages and/or losses, including, but not limited to loss, destruction and/or damage to Precious Metals, any injuries, including, but not limited to, bodily injuries or death, any costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's ’s fees, arising out of the presence of any of the Customer's ’s employees, agents, representatives and/or contractors on the premises of the Mint's ’s Facility and/or arising out of the their entering and/or leaving therefrom in connection with the Agreement. (b) The Customer represents and warrants that: (i) The Trust was duly created and settled in accordance with the laws of the province of Ontario; (ii) The Trust continues to be in existence as at the date hereof; (iii) The Mint has been provided with a copy of the Trust Deed and no other document amending, revoking, or otherwise modifying the Trust is in effect; (iv) The Trust is permitted by the Trust Deed and all applicable laws to own the Precious Metals and there are no restrictions under the Trust Deed or any document in relation to the Trust that would preclude them from purchasing, holding, storing, or selling the Precious Metals or transferring the Precious Metals to other jurisdictions; (v) All agents and other representatives of the Trust, including, but not limited to, the Customer, have been duly appointed in accordance with the terms of the Trust Deed and all applicable laws; (vi) The Trust is not in default for the payment of any taxes to the Canada Revenue Agency or to any taxation authority having jurisdiction over the Trust; (vii) The Customer has the lawful authority to enter into the Agreement and to fulfil any and all covenants set forth in the Agreement to be fulfilled by it, and the terms of the Agreement are not in material breach of the Trust Deed, or any other document in relation to the Trust, or any law, regulation, by-law, agreement, charter document or covenant by which it is bound; and (viii) The Trust has legal title to the Precious Metals delivered and stored in the Mint's ’s Facility, with the right to transfer possession of the Precious Metals to the Mint and/or, as applicable, to a Sub-Custodian, free and clear of all liens and encumbrances. (c) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any and all damages, losses, injuries, costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's ’s fees, arising out of any breach of the representations and warranties in Sub-Clause 9(b).

Appears in 1 contract

Samples: Precious Metal Storage and Custody Agreement (Sprott Physical Gold & Silver Trust)