Trustee Warranties. To the extent to which the Contractor is trustee of a trust, the Contractor warrants that:
(a) it enters into this Agreement in its own capacity and in its capacity as trustee of the trust;
(b) the trust has been duly constituted and any trust deed in relation to it is not void, voidable or otherwise unenforceable;
(c) it has the capacity to be trustee of the trust and has power as trustee unconditionally to execute and deliver and comply with its obligations under this Agreement;
(d) it has taken all necessary action required by the trust deed or otherwise to authorise the unconditional execution and delivery of and compliance with its obligations under this Agreement;
(e) in executing and delivering this Agreement and entering into the transactions contemplated by it, it has properly complied with its obligations to the beneficiaries of the trust and the execution and delivery of this Agreement and the entry into the transactions contemplated by it are for the benefit of the beneficiaries of the trust and do not constitute a conflict of interest or duty or breach of trust;
(f) it has a right to be indemnified out of all of the property of the trust in relation to all of the obligations of the trustee under this Agreement;
(g) it has not released or disposed of its equitable lien over the property of the trust which secures that indemnity;
(h) it has not agreed to limit or exclude and has not committed any breach of trust or done or omitted to do anything which has prejudiced or limited its right of indemnity or equitable lien;
(i) the rights of the beneficiaries of the trust in relation to and their interest in the property of the trust are subject to and rank in priority behind:
(i) the rights of VicForests in relation to and its interest in the property of the trust; and
(ii) any right to or interest in the property of the trust to which VicForests may from time to time be subrogated;
(j) it is the only trustee of the trust and no action has been taken to remove it as trustee of the trust or to appoint an additional trustee of the trust;
(k) no action has been taken to terminate the trust;
(l) it has not defaulted in compliance of its obligations of trustee of the trust; and
(m) it has disclosed in writing to VicForests full particulars of the trust and any other trust or fiduciary relationship affecting the property of the trust.
Trustee Warranties. Each of the Trustees warrants:
10.1. that he has legal title ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
10.2. that he has ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
10.3. that he has no knowledge of any circumstance unknown ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Trustee Warranties. The Trustee warrants that:
(a) it has full power and authority to enter into this Agreement and to perform the Trustee’s obligations under this Agreement and the Trust Deed;
(b) it is the sole trustee of the Trust and no action has been taken to remove or replace the Trustee; and
(c) it has the right to be fully indemnified out of the assets of the Trust in respect of all its obligations under this Agreement, and the Trustee has not done or omitted to do anything that would result in its right of indemnity being restricted or limited in any way.
Trustee Warranties. The Trustee warrants that:
(a) it has full power and authority to enter into this Agreement and to perform the Trustee’s obligations under this Agreement and the Trust Deed;
(b) it is the sole trustee of the Trust and no action has been taken to remove or replace the Trustee; and
Trustee Warranties. 12.1 If you have entered into the agreement as trustee of a trust (“Trust”), you:
(a) enter into the agreement personally and in your capacity as trustee; and
(b) warrant that:
(i) the Trust is validly constituted, and no steps have been taken to terminate the Trust;
(ii) you were properly appointed as trustee of the Trust and that you are the sole trustee of the Trust;
(iii) you have the power (and have obtained all authorisations necessary) to enter into the agreement, comply with your obligations under the agreement and allow the agreement to be enforced;
(iv) you and your directors and other officers have complied with your obligations in connection with the Trust;
(v) you have a right to be fully indemnified out of the Trust property in respect of your obligations and liabilities incurred under the agreement; and
(vi) the Trust property is sufficient to satisfy your right of indemnity in relation to your obligations under the agreement in full, and all other obligations in respect of which you have a right to be indemnified out of Trust property, and you have not released or disposed of your equitable lien over the assets of the Trust.
Trustee Warranties. Each Trustee gives the warranties in Schedule 3 to and for the benefit of each Subscriber.
Trustee Warranties. If the Grantee enters into this Agreement as a trustee, the Grantee:
a) is liable both personally and in its capacity as trustee; and
b) represents and warrants that:
i. it is the sole trustee of the trust;
ii. it is not in breach of trust;
iii. it has the right to be fully indemnified out of the trust assets for obligations incurred under this Agreement before the claims of beneficiaries; and
iv. this Agreement is for the benefit of the trust.
Trustee Warranties. 17.1 The DT Trust is duly constituted and a true and accurate copy of all documents evidencing its terms is annexed to the Disclosure Letter. It has not been amended or changed in any way since its original execution.
17.2 The DT Trustees are duly appointed as such and are the only trustees of the DT Trust.
17.3 The DT Trustees have full power and authority to enter into this agreement and all other documents referred to in it and to honour in full (without any xxxxxx delay or third party consents) all of their obligations under this agreement.
17.4 No person (whether a beneficiary or not) has any right to call upon the DT Trustees to distribute any part of the capital of the DT Trust within the warranty limitation period referred to in clause 14.11.
17.5 The DT Trustees are not subject to any restriction which might prevent them from validly contracting with the Buyer on the terms of this agreement.
17.6 The Warranties set out in paragraph 17.1 to 17.5 above (inclusive) shall be repeated for each of the PF Trust and the PF Trustees and the LP Trust and LP Trustees and references to the "DT Trust" and to the "DT Trustees" shall be references to the "PF Trust", the "PF Trustees" and the "LP Trust" and the "LP Trustees" as appropriate. SCHEDULE 2 EA ASSETS Asset Apportionment of Consideration Claims GBP1. Goodwill GBP250,000 Intellectual Property (including GBP10,000 Business Information relating to Intellectual Property) Stock and Work in Progress The amount agreed or determined in accordance with clause 10. Plant, Machinery and Equipment as The written down book value detailed on the attached list (including systems hardware) Purchased Contracts GBP10,000 Business Information (excluding the GBP10,000 Business Information relating to Intellectual Property) Cash book balance The amount agreed or determined in accordance with clause 10. SCHEDULE 3 FP ASSETS Asset Apportionment of Consideration Claims GBP1. . Goodwill The remainder of the Price Intellectual Property (including the GBP100,000 Business Information relating to Intellectual Property) Stock and Work in Progress The amount agreed or determined in accordance with clause 10. Plant, Machinery and Equipment as The written down book value detailed on the attached list (including systems hardware) Purchased Contracts GBP100,000. Business Information (excluding GBP100,000. Business Information relating to Intellectual Property) Cash book balance The amount agreed or determined in accordance with clause 10....
Trustee Warranties. Each Trustee Party (both in its own right and as trustee of the Relevant Trust) represents and warrants to each other party that:
Trustee Warranties. If the Holder enters into this agreement in its capacity as a trustee of a trust (Trust), the Holder represents and warrants to the Company as at the date of this agreement that:
(a) the Trust has been validly created and is in existence and is solely constituted by its trust deed (Trust Deed), and:
(i) the Trust Deed is not void, voidable or otherwise unenforceable; and
(ii) the Trustee has not been given written notice of proceedings of any description commenced or threatened which could have a material adverse effect on the assets or financial position of the Trust or on the trusteeship of the trustee of the Trust;
(b) it has full and valid power and authority under its Trust Deed to enter into and perform its obligations under this agreement and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied to enter into and perform its obligations under this agreement;
(c) this agreement binds the Holder in its capacity as trustee and is a valid and binding agreement on the Holder, enforceable in accordance with its terms; and
(d) the Holder:
(i) has been validly appointed as trustee of the Trust;
(ii) is, unless otherwise stated, the sole trustee of the Trust; and
(iii) is not aware of any action which has been taken to remove or replace the Holder as the trustee or terminate or vest the Trust.
