Representations, Warranties and Agreements of the Trust Clause Samples
The 'Representations, Warranties and Agreements of the Trust' clause sets out the specific statements, assurances, and commitments made by the trust to the other parties in a contract. Typically, this clause details factual assertions about the trust’s legal status, authority to enter into the agreement, compliance with laws, and the accuracy of information provided. By clearly outlining these representations and warranties, the clause allocates risk and ensures that all parties have a shared understanding of the trust’s obligations and the veracity of its statements, thereby reducing the likelihood of disputes arising from misunderstandings or misrepresentations.
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.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder.
(b) The Trust is registered as an investment company under the 1940 Act and the Fund, a series of the Trust, elected to qualify and has qualified as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act of 1933, as amended.
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and the Board, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Trust’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.
(d) The Adviser and the Sub-Adviser each has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) Each of the Adviser and the Sub-Adviser 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 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 is necessary for the Sub-Adviser to carry out its obligations under this Contract.
(c) The Trust is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Trust by applicable law and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund as contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Trust by applicable laws and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants, and agrees that:
(a) The Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Funds as contemplated hereby.
(b) The Trust will deliver or cause to be delivered to the Adviser a true and complete copy of the Trust’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Funds and such other information as reasonably requested by the Adviser, as is necessary for the Adviser to carry out its obligations under this Contract.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. The Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund as contemplated hereby.
B. The Trust will deliver to the Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Fund by applicable laws and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder.
(b) The Trust is registered as an investment company under the 1940 Act and the Fund, a series of the Trust, elected to qualify and has qualified as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act of 1933, as amended.
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and the Board, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Trust’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.
(d) The Adviser and the Sub-Adviser each has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
(e) The Trust will promptly notify the Sub-Adviser of any material breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus from the Trust’s filings with the Commission, when filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained, or on the applicable Delivery Date will contain, an untrue statement of a material fact or omitted, or on the applicable Delivery Date, will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed by the Trust and incorporated by reference in the Registration Statement and the Prospectus, when filed with Commission, will conform in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) The Trust has been duly organized and is validly existing under the laws of its jurisdiction of organization. The Trust has all power and authority necessary to own or hold its assets and to conduct the businesses in which it is engaged. The Trust does not own or control, directly or indirectly, any corporation, association or other entity.
(c) The Trust has an authorized capitalization as set forth in each of the most recent Preliminary Prospectus and the Prospectus, and all of the issued Units of the Trust have been duly authorized and validly issued, are fully paid and non-assessable, conform to the description thereof contained in each of the most recent Preliminary Prospectus and the Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. Except for the rights of the Underwriters pursuant to this Agreement, no options, warrants or other rights to purchase or exchange any securities for Units are outstanding.
(d) The Units to be sold by the Selling Unitholder Parties under this Agreement have been duly authorized and validly issued, are fully paid and non-assessable and conform in all material respects to the description thereof contained in each of th...
Representations, Warranties and Agreements of the Trust. The Trust represents warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Sub-Advised Accounts as contemplated hereby.
b. The Trust will deliver to the Sub-Adviser a true and complete copy of the Fund’s then current Prospectus and Statement of Additional Information and such other documents or instruments governing the investment of the Sub-Advised Accounts issued pursuant to Section 5(a) and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement, promptly upon request by the Sub-Adviser.
c. The Trust is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon the Trust by applicable law and regulations.
d. Subject to any security which may be given by the Fund in favour of any of the clearing brokers, any counterparty or to the operator of any settlement system or clearing house, in each case in accordance with normal market practice:
i. the Fund is solely and beneficially entitled to the Investments; and
ii. the Fund will remain solely and beneficially entitled to the Investments at all times during the term of this Agreement and will not (other than in the circumstances set out above) dispose of, charge, or otherwise encumber the Investments without the prior written consent of the Sub-Adviser;
e. in appointing the Sub-Adviser under this Agreement, the Trust is acting as principal and not on behalf of any other person as agent, trustee or in any other fiduciary or representative capacity and the Sub-Adviser shall treat only the Trust as its client even where the Trust has disclosed or identified an underlying client of the Trust to the Sub-Adviser, unless otherwise agreed in writing;
f. the Trust has read and understood the Disclosure Document set out in Annex B hereof as amended from time to time (including the Risk Disclosure Statement contained therein), and will read amendments thereto when provided by the Sub-Adviser, and is aware of the risks inherent in the Investment Program (including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program) and the Investment Guidelines;
g. the Trust is not entering into this Agreement as a consequence of any advice given to it by the Sub-Adviser;
h. the Trust will maintain in place agreements with the clearing brokers ...
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. It is a business trust duly organized and existing in good standing under the laws of the State of Ohio.
B. It is empowered under applicable laws and by its Declaration of Trust and Bylaws to enter into and perform this Agreement.
C. All corporate proceedings required by the Declaration of Trust and Bylaws have been taken to authorize it to enter into and perform this Agreement.
D. It is an open-end, management investment company registered under the Act.
E. Performance of the Trust's obligations under this Agreement will not violate any law, regulation, agreement or the Trust's registration statement, as amended.
F. The Trust will deliver to the Sub-Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
G. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Fund by applicable laws and regulations.