Trust Warranties Sample Clauses

Trust Warranties. (a) Each Trust Warrantor severally represents and warrants to the Company that, in respect of the trust that it is the trustee of, the Trust Warranties are true on the date of this agreement and at the Conversion Date. (b) Each Trust Warrantor acknowledges that the Company has entered into this agreement in reliance on the Trust Warranties. (c) The Trust Warranties must be construed independently and are not limited by reference to another Trust Warranty.
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Trust Warranties. (a) The Trust Warrantor enters into this agreement as trustee of the relevant trust. (b) The Trust Warrantor has the power and capacity to enter into this agreement and carry out the transactions contemplated by this agreement in its capacity as trustee of the trust. (c) The signing, delivery and performance of this agreement is authorised under the terms of the relevant trust and does not and will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under the terms of the trust.
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Trust Warranties. If you or a Guarantor is a trustee of a trust, you warrant that: your arrangements with us are for the benefit of the beneficiaries of the trust and will be binding on those beneficiaries; you are validly appointed as the sole trustee of the trust, are not in breach of your obligations as trustee and no circumstances exist by which you may be removed; you have authority to enter into this Agreement and you enter into this Agreement in the proper performance of your duties as the trustee, and all formalities required by the trust Agreement in connection with this Agreement have been complied with; you have the right to be fully indemnified out of the trust assets for obligations incurred under this Agreement and we will be subrogated to your right of recoupment out of the trust assets; the trust is validly created and existing and no circumstances exist by which it may be determined, and no action has been taken or proposed to terminate the trust and you must ensure that no action of that type is taken; a copy of the trust Agreement and other documents relating to the establishment of the trust or the powers of the trustee have been provided to us and disclose all the terms of the trust; you have not delegated any of your powers as trustee or exercised any power of appointment; the trust is the legal owner of all the assets in name of the trust; there is no dispute between you and any other person in relation to the trust or the trust assets; and you are empowered to carry on its business as now conducted or contemplated and to own your property and assets in your capacity as trustee of the trust and there is no restriction or condition upon such activity by you. You must tell us if anything occurs that affects your (and/or any Guarantors) ability to truthfully repeat each of the above warranties. Neither you nor the Guarantors may do anything nor permit anything to be done which could cause a warranty to be untrue or which could mean that you could not truthfully repeat a warranty. You must ensure that the documents mentioned in clause 18.1.6 are not changed without our approval, that the things mentioned in clause 18.1.7 do not happen and that the assets of the trust are not resettled or vested. You and the Guarantors each acknowledges that you are bound by this Agreement both in your own right and as the trustee of each trust (including any trust specified in this Agreement) of which it is the trustee. You are also bound as the trustee of each trust it m...
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Trust Warranties. (a) If the Buyer enters into this Contract as the trustee of a trust, the Buyer is bound both personally and as trustee of the trust. (b) In respect of any trust of which the Buyer (solely or jointly) is acting or in the future acts as trustee of (Trust) the Buyer covenants and warrants that: (i) the Buyer has full power and authority pursuant to its Constitution (if any) and the deed of trust (Trust Deed) to act when entering into this Contract and the Buyer has obtained the consents and approvals of all persons necessary to bind the property of the Trust; (ii) the Trust is lawfully and validly constituted and the Trust Deed has been properly executed; (iii) before the Buyer has complied with all of its obligations under these special conditions the Trust and the Trust Deed will not be revoked or varied; (iv) no action has been taken or proposed to remove it as trustee of the Trust or alter the powers it has as trustee of the Trust; and (v) no action has been taken or threatened to wind up or terminate the Trust.
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Trust Warranties. The Trust warrants that Schedule 30 to this Agreement is a complete list of the name, job title, date of birth, date of commencement of employment with the Trust and grade of each of the Trust Employees who are employed by the Trust as at the date of this Agreement. The Trust shall notify Project Co of any changes in the identity of the Trust Employees or the information listed in Schedule 30, as soon as reasonably practicable.
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Trust Warranties. 3.44.1 Microtab is and will at the Closing Date be the trustee of the Microtab Unit Trust and holds the Shares and conducts the business of the Microtab Unit Trust in that capacity. 3.44.2 The distribution date or vesting day referred to in the trust deed constituting the Microtab Unit Trust has not arrived or been appointed and will not arise or be appointed on or prior to the Closing Date. 3.44.3 Microtab in its capacity as trustee of the Microtab Unit Trust has the power to sell the Shares and to enter into and complete this Agreement, and all necessary consents and notices in relation to the exercise by Microtab of such power have been given prior to the date hereof and will not be revoked on or prior to the Closing Date. 3.44.4 There has been no exercise of any power to vary the Microtab Unit Trust or any of the provisions of the trust deed constituting the Microtab Unit Trust and no such power will be exercised prior to the Closing Date. 3.44.5 Microtab has full right and authority to sell the Shares free of any restriction whatsoever. 3.44.6 The copy of the trust deed constituting the Microtab Unit Trust delivered to the Purchaser prior to the date hereof is a true copy.
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Trust Warranties. The Trust warrants and undertakes to the Operator (which warranties will be deemed to be repeated on Financial Close) that:- 5.2.1 the Trust is incorporated as the Lothian Primary Care National Health Service Trust under the Act and is existing under the laws of Scotland; 5.2.2 the Trust has full power and authority to enter into, and to fulfil its obligations under, this Agreement and the Project Documents (to which it is a party); 5.2.3 the Project Documents to which it is a party constitute legal, valid and binding obligations and, subject to any necessary stamping and registration, are enforceable against the Trust in accordance with their terms; 5.2.4 the Trust has taken all necessary action to authorise the execution, delivery and performance of the Project Documents (to which it is a party) in accordance with their terms; and 5.2.5 the Trust is not engaged in any litigation or arbitration proceedings, as pursuer or defender and, so far as the Trust is aware, having made reasonable enquiries, there are no such proceedings pending or threatened either by or against the Trust, nor are there any circumstances which, in the reasonable opinion of the Trust, will give rise to any such proceedings, in all cases which:- (a) in any way questions its power or authority to enter into or perform its obligations under the Project Documents (to which it is a party) or (b) would have a material adverse effect on its ability to perform its obligations under the Project Documents (to which it is a party)
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Trust Warranties. Without limiting clause 22.1, to the extent that a Party comprising the Seller is the trustee of a trust, that Party represents and warrants to INSW that: it enters into this document as trustee of the trust (Seller Trust) established under a trust deed (Seller Trust Deed); the execution, delivery and performance of this document is authorised under the Seller Trust Deed and does not and will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under the Seller Trust Deed; it has full power, capacity and lawful authority to execute and deliver this document and to consummate and perform its obligations under this document in its capacity as trustee of the Seller Trust; this document constitutes a legal, valid and binding obligation on the Party in its capacity as trustee of the Seller Trust, enforceable in accordance with its terms; it has considered the transactions provided for in this document and is of the opinion that entry into this document is a proper exercise of its powers and discretions as trustee of the Seller Trust; the beneficiaries of the Seller Trust have given their fully informed consent to the Party entering into this document, where such consent is necessary to authorise the Party to enter into this document; the Seller Trust has been validly created and is in existence; it has been validly appointed as trustee of the Seller Trust; it is the only trustee of the Seller Trust and no action has been taken or is proposed to remove it as trustee of the Seller Trust; it is not in default under the terms of the Seller Trust; it has the right to be fully indemnified out of the assets of the Seller Trust in respect of all obligations and liabilities of the Seller under this document and those assets of the Seller Trust are available for satisfaction of all liabilities and other obligations incurred by the trustee under this document, and has not done or omitted to do anything that would result in the Party’s right of indemnity being restricted or limited in any way; and no action has been taken, or is proposed, to terminate the Seller Trust.
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Related to Trust Warranties

  • Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

  • Client Warranties a) Client shall fully brief Oracle as to its requirements or objectives prior to entering into the Agreement and shall keep Oracle so briefed during the term of the Agreement. b) Client shall cooperate with Oracle in all matters relating to the Services and shall, at its own expense, supply Oracle with all materials and data reasonably requested by Oracle from time to time for the proper provision of the Services. c) Client shall respond promptly to any request by Oracle for materials or approval and within any deadline reasonably required by Oracle to provide the Services.

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that: (a) The Adviser and the Sub-Adviser each has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby. (b) The Trust will cause the Adviser to deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Contract.

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.

  • Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

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