Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that:
(a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectus; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust.
(b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws.
(c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable.
(d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 and 811-23247), initially filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration Statement”), and the Prospectus, dated January 24, 2022, including the stat...
Trust Representations and Warranties. The Trustee represents and warrants to the State that:
(a) it has been properly appointed as trustee of the Trust and is the only trustee of the Trust;
(b) no meeting has been called, no resolution has been passed, no direction or notice been given and no other action has been taken to remove it as trustee of the Trust;
(c) the Trust is duly and properly constituted as a trust in accordance with all applicable laws and the Trust Deed complies with all applicable laws;
(d) it has full power and authority in its own right and as trustee of the Trust to enter into and perform its obligations under the Transaction Documents;
(e) the performance by it of the Transaction Documents does not and will not violate any law, regulation, authorisation, ruling, consent, judgment, order or decree of any government agency, its constitution or other constituent documents, any document which is binding upon it, any of its assets, or on any part of the assets of the Trust, or the Trust Deed;
(f) the execution, delivery and performance of the Transaction Documents and the transactions contemplated by them do not breach the Trust Deed;
(g) it has a right to be fully indemnified out of the assets of the Trust in respect of the obligations incurred by it under the Transaction Documents;
(h) its right of indemnity and any equitable lien or other encumbrance which it has against or over the assets of the Trust have not been modified, waived, released, lost, diminished or rendered unenforceable, void or voidable, by any agreement, act or omission;
(i) it has complied with all of its duties as trustee of the Trust;
(j) it is not in default under the Trust Deed;
(k) it has complied with the terms of the Trust Deed and all trustee duties and powers arising under the terms of the Trust Deed and under law;
(l) no resolution has been passed or direction given for the winding up or termination of the Trust or distribution of the assets of the Trust;
(m) it is the sole legal owner of all of the right, title and interest in the Accounts;
(n) no property of the Trust has been re-settled or set aside or transferred to any other person (as trustee or otherwise) or mixed with any other property; and
(o) it is entering into the Transaction Documents for the proper purpose of the Trust.
Trust Representations and Warranties. Growth Trust, on behalf of the Funds, hereby represents, warrants and agrees as follows:
Trust Representations and Warranties. The Trust represents and warrants that:
(a) it has appointed Distributor as the principal underwriter of shares of the Funds within the meaning of the federal securities laws;
(b) Trust shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and sold in accordance with all applicable federal and state laws;
(c) it shall be registered under the 1940 Act prior to and at the time of any issuance or sale of such shares and, subject to Section 1.9 above, Trust shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares;
(d) it shall register and qualify its shares for sale in accordance with, and to the extent required by, the laws of the various states;
(e) each Fund will comply with the diversification requirements set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5, and that in the event a Fund should fail to so qualify or if the Trust shall have a reasonable basis for believing that a Fund might not so comply, the Trust will notify the Company immediately and will immediately take all steps necessary to adequately diversify the Fund to achieve compliance within the grace period provided under such regulations; and
(f) each Fund is qualified as a Regulated Investment Company under Subchapter M of the Code and will maintain such qualification (under Subchapter M or any successor provision), and that it in the event a Fund should fail to so qualify or the Trust shall have a reasonable basis for believing that a Fund might not so qualify, the Trust will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future and will immediately take all steps necessary to qualify for such treatment for each taxable year; and
(g) each Fund will comply in all material respects with any applicable state insurance law restrictions; provided, however, that Company provides specific written notification of such restrictions to the Trust or the Adviser, and it will furnish information to the Company about the Trust that is not otherwise available to the Company so long as the Company has advised the Trust that such information is required by state insurance law;
(h) each of its trustees, officers, employees, investment advisers, and other individuals or entities deali...
Trust Representations and Warranties. Trust hereby represents, warrants and acknowledges to State Street:
1) That it is a business trust duly organized and existing and in good standing under the laws of its state of organization, and that it is registered under the 1940 Act; and
2) That it has the requisite power and authority under the Declaration of Trust, By-Laws or other governing documents of Trust (“governing documents”), and applicable law to enter into this Agreement; it has taken all requisite action necessary to appoint State Street as investment accounting and recordkeeping agent; this Agreement has been duly executed and delivered by Trust; and this Agreement constitutes a legal, valid and binding obligation of Trust, enforceable in accordance with its terms.
Trust Representations and Warranties. CC Trust represents and warrants the following to the actual and current knowledge of CC Trust:
(a) CC Trust represents that it is a duly organized duly organized and validly existing public trust under the laws of the State of Oklahoma.
(b) CC Trust’s ability to assist in the financing and cause the accomplishment of the Anchor Project with Public Assistance from NTIFA and the development obligations of Landowner has induced CC Trust to proceed with causing the construction of the Anchor Project, and CC Trust hereby covenants, subject to the terms and conditions and limitations herein provided, to complete, or cause the completion of, construction of the same and continue to maintain and operate, or cause to be maintained and operated, the Anchor Project.
(c) CC Trust is fully empowered to enter into this Agreement and to perform the transactions contemplated thereby and generally to carry out its obligations hereunder and thereunder. CC Trust has duly authorized its Chairperson, or in the Chairperson’s absence, its Vice Chairperson, to execute and deliver this Agreement and all other documentation required to consummate the transaction contemplated herein on behalf of CC Trust.
(d) The performance by CC Trust under this Agreement will not violate any provision or constitute a default under any indenture, agreement or instrument to which CC Trust is currently bound or by which it is affected.
(e) To the knowledge of the undersigned officer of CC Trust, there is no action, suit, proceeding or inquiry at law or in equity pending or threatened, affecting CC Trust wherein any unfavorable decision, ruling or finding would materially adversely affect CC Trust’s ability to perform under this Agreement or under any other instrument pertinent to the transaction contemplated herein to which CC Trust is a party. Tenataive
(f) CC Trust warrants that it has not paid or given and will not pay or give any officer, employee or agent of NTIFA any money or other consideration for obtaining this Agreement. CC Trust further represents that, to its best knowledge and belief, no officer, employee or agent of NTIFA who exercises or has exercised any functions or responsibilities with respect to the Anchor Project during his or her tenure, or who is in a position to participate in a decision making process with regard to the Anchor Project, has or will have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in conn...
Trust Representations and Warranties. The Trust represents and warrants that: (i) the execution, delivery and performance of this Agreement by the Trust is within its powers and authority and constitutes the legal, valid and binding obligation of the Trust enforceable against the Trust in accordance with its terms; and (ii) the person executing and delivering this Agreement on behalf of the Trust has been duly authorized to do so.
Trust Representations and Warranties. The Initial Borrower represents and warrants to the Financiers that:
Trust Representations and Warranties. 44.1. This clause applies if the Service Provider is a trustee of a trust.
44.2. In this clause “Trust” means the trust that is specified on the signatory page of this Contract and of which the Service Provider is trustee.
Trust Representations and Warranties. The [Building Owner/Finance Provider] represents and warrants that:
(a) (existence): the Trust has been duly established; and
(b) (sole trustee): it is the only trustee of the Trust; and
(c) (appointment and no removal): it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; and
(d) (disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the [Building Owner/Finance Provider] and the Council and disclose all terms of the Trust; and
(e) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and
(f) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and
