Trust Representations. The Trust represents and warrants to the Distributor that at all times the Registration Statement and Prospectuses will in all material respects conform to the applicable requirements of the 1933 Act and the rules and regulations thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect to any statements in the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Trust by, or on behalf of’ and with respect to, the Distributor specifically for use in the Registration Statement or Prospectus.
Trust Representations. The Trust represents and warrants to us that (such representations and warranties being deemed to be repeated upon each occasion Bullion is credited to or debited from a Fund’s Allocated Account under this Agreement):
(a) the Trust is duly constituted and validly existing under the laws of its jurisdiction of constitution;
(b) the Trust has all necessary authority, powers, consents, licenses and authorizations (which have not been revoked) and has taken all necessary action to enable it lawfully to enter into and perform its duties and obligations under this Agreement;
(c) the person entering into this Agreement on the Trust’s behalf has been duly authorized to do so; and
(d) this Agreement and the obligations created under it constitute the Trust’s legal and valid obligations which are binding upon the Trust and enforceable against the Trust in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules, any applicable laws or any order, charge or agreement by which the Trust is bound.
Trust Representations. (1) The Trust warrants that it is a duly organized Mississippi workers' compensation self insurance trust, validly existing and in good standing under the laws of the State of Mississippi with the power and authority to conduct the business in which it is engaged, and has complete and unrestricted power to enter into and consummate this Agreement. The Trust has full power and authority to enter into this Agreement and carry out the transactions contemplated hereby and all necessary trust action has been taken by the Trust to authorize the execution and delivery of this Agreement and the performance of the transactions contemplated hereby.
(2) The Trust has all licenses, permits and registrations necessary under the laws of State of Mississippi to perform the transactions contemplated herein and there are no outstanding, pending or threatened orders, writs, injunctions, or decrees of any court, governmental agency, or other tribunal affecting the ability of the Trust to enter into this Agreement or provide the services described herein or relating to the solvency of the Trust. The fair market value of the Trust's assets exceeds the Trust's liabilities, and the Trust is currently paying its debts when due. The Trust is not a party to any insolvency or bankruptcy proceeding, nor is currently making an arrangement for the benefit of creditors.
Trust Representations. The Trust, on its own behalf and on behalf of the Funds, represents and warrants to VALIC:
(a) the Trust is duly registered as an investment company under the 1940 Act;
(b) Shares of the Funds sold pursuant to this Agreement: (i) shall be registered under the Securities Act of 1933, as amended (the "Securities Act"); (ii) duly authorized for issuance; and (iii) sold in compliance with the laws of the state of Delaware, and all applicable federal and state securities laws;
(c) it shall amend the Registration Statement for the Shares on Form N-1A under the Securities Act and the 1940 Act from time to time in order to effect the continuous offering of the Shares;
(d) it shall register and qualify the Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or VALIC;
Trust Representations. Each of the Sellers (and not the Company) jointly and severally represent and warrant to the Purchaser as follows:
Trust Representations. The Borrower represents and warrants that to the best of its knowledge, the securitization projections attached hereto as Exhibit "H" are accurate and correct with data and assumptions based upon the reflection of the contractual terms of the loans held by each Trust, actual gross loss and recovery experience, prepayment experience and the capitalization of the Trusts which the Borrower believes will be representative of future experience. The projections accurately reflect the terms and provisions of each Trust, and there has been no adverse change in the Trust or such securitization projections. The Borrower is in compliance with all of its material obligations to each Trust, including those under each sale and servicing agreement, and there is no condition or event which, with the lapse of time, or the giving of notice, or both, would cause a default in such agreements. The Borrower has not engaged and will not engage in any transaction with the Trust except as contemplated by the existing documentation with respect to the Trusts.
Trust Representations. The Trust represents and warrants to Distributor that at all times the Registration Statement and Prospectus will, in all material respects, conform to the applicable requirements of the 1933 Act and the rules thereunder, that the Registration Statement did not contain at the time it became effective and will not contain at the time any subsequent amendment thereto becomes effective any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading and that the Prospectus does not contain and will not contain at any time when it is authorized for use any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty in this subsection shall apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Trust by or on behalf of or otherwise approved by and with respect to Distributor or its affiliates expressly for use in the Registration Statement or Prospectus.
Trust Representations. The Trust represents and warrants to the Company ---------------------- as follows:
3.1 The Trust owns the Warrants beneficially and of record, free and clear of any suit, proceeding, call, voting trust, proxy, restriction, security interest, lien or other encumbrance of any kind or nature whatsoever (collectively, a "LIEN") and has full power, authority and capacity to transfer and dispose of all the Warrants free and clear of any Lien. Upon the payment for and delivery of the Warrants as provided in this Agreement, the Company will acquire good and valid title to the Warrants free and clear of any Lien.
3.2 The execution and delivery of this Agreement by the Trust, the consummation of the transaction contemplated hereby, and the compliance with the terms of this Agreement will not conflict with, result in the breach of, or constitute a default under, or require any consent or approval under, any agreement, note, indenture, mortgage, deed of trust or other agreement, lease or instrument to which either Trust is a party or by which it may be bound.
3.3 This Agreement has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms.
Trust Representations. The Trust represents and warrants to the Company and the Company as follows:
2.1 The Trust owns the Warrants beneficially and of record, free and clear of any suit, proceeding, call, voting trust, proxy, restriction, security interest, lien or other encumbrance of any kind or nature whatsoever (collectively, a “Lien”) and has full power, authority and capacity to transfer and dispose of, including surrender and cancellation of, all the Warrants free and clear of any Lien.
2.2 The execution and delivery of this Agreement by the Trust, the consummation of the transaction contemplated hereby, and shall no longer confer any rights upon the holder thereof, without further action of the parties, and the compliance with the terms of this Agreement will not conflict with, result in the breach of, or constitute a default under, or require any consent or approval under, any agreement, note, indenture, mortgage, deed of trust or other agreement, lease or instrument to which either Trust is a party or by which it may be bound.
2.3 This Agreement has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms.
Trust Representations. The Trust represents and warrants to us that:
(a) the Trust is and will remain duly constituted with all necessary authority, powers, consents, licences and authorisations and all necessary action has been taken to enable it to engage in the transactions provided for under this Agreement;
(b) this Agreement has been duly authorized, executed and delivered on our behalf and constitutes our legal, valid and binding obligation;
(c) this Agreement and the obligations created under it are binding upon the Trust and enforceable against the Trust in accordance with its terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules or any order, charge or agreement by which the Trust is bound; and
(d) the execution, delivery and performance of this Agreement by the Trust does not and will not violate any law or regulation applicable to the Trust and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained. The Trust undertakes to notify us in the event that any of the statements set out in the sub-clauses ceases to be true.
