Representation and Warranty Clause Example with 4 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. (a) The Trust, on behalf of each Fund, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by the Trust, on its ...own behalf and on behalf of each Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of such Fund, enforceable in accordance with its terms; (iii) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of Gold and each Reference Currency and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds would violate any applicable laws or regulations, the Funds shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency and/or compute Net Asset Value or other computations in a manner each Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. (a) The Trust, on behalf of each Fund, Each Fund hereby represents and warrants to BNY Mellon, BNY, which representations and warranties shall be deemed to be continuing, continuing and repeated on each day on which BNY is acting hereunder, that: (i) (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (...ii) (b) This Agreement has been duly authorized, executed and delivered by the Trust, on its own behalf and on behalf of each Fund, it in accordance with all requisite action and constitutes a its valid and legally binding obligation of such Fund, obligation, enforceable against it in accordance with its terms; (iii) (c) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings regulations and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of Gold and each Reference Currency and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. (d) To the extent the performance of any services described in Schedule I II attached hereto by BNY Mellon in accordance with the then effective Confidential Offering Materials for the Funds Memorandum (as hereinafter defined) would violate any applicable laws or regulations, the Funds it shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, securities, net asset value or other computation, as the case may be, or, subject to the prior approval of BNY, instruct BNY Mellon in writing to value Gold and each Reference Currency securities and/or compute Net Asset Value net asset value or other computations in a manner each Fund it specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a its representation by such Fund that the same is consistent with all applicable laws and regulations and with its Confidential Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) Memorandum; (e) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), Confidential Offering Memorandum), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) Participants; (f) It will not use the services provided by BNY hereby represents hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to it; (g) It is fully informed of the protections and warrants risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to BNY, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions may be presumed by BNY to have been given by person(s) duly authorized, and may be acted upon as given; and (h) It has established and presently maintains policies and procedures requiring it to obtain and verify information about the identity of its members and which are reasonably designed to ensure that it is not being used as a conduit for money laundering or other illicit purposes; and it has verified the identity of each member and made reasonable inquiries regarding the source of funds credited to such Account, and to the Trust, which representations and warranties shall be deemed to be continuing that: (i) It is duly organized and existing under the laws best of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered knowledge, no transaction through any Account is prohibited by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators. applicable law, regulation or rule. 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Representation and Warranty. (a) The Trust, on behalf of each Fund, Sponsor hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It (a) The Trust is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and deliv...ered by the Trust, on its own behalf and on behalf of each Fund, such Trust in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of such Fund, Trust, enforceable in accordance with its terms; (iii) (c) The Trust's Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) (e) The method of valuation of Gold and each Reference Currency securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. Trust. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust's Sponsor shall immediately so promptly notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value securities, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency securities and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) (f) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, Agreement and (iii) any benefits accruing to BNY Mellon or to the adviser to, Investment Advisor to or sponsor of, the of a Trust in connection with this Agreement, including, including but not limited to, to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made, made or to be made, made by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust Sponsor relating to this Agreement have been fully disclosed to the Trust or Board of the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Sponsor; (g) Each person named on Exhibit B A hereto is duly authorized by the such Trust to be an Authorized Person hereunder; (vii) (h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Registration Statement of Additional Information), on Form S-1), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) BNY hereby represents (i) Without limiting the provisions of Section 21 herein, the Trust shall treat as confidential the terms and warrants to the Trust, which representations and warranties shall be deemed to be continuing that: (i) It is duly organized and existing under the laws conditions of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and shall not disclose nor authorize disclosure thereof to perform any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust's obligations of confidentiality hereunder; (ii) This Agreement has been duly authorized, executed and delivered by (j) The Trust shall promptly notify BNY Mellon in accordance with writing of any and all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators. legal proceedings or securities investigations filed or commenced against the Trust, the Sponsor or the Board. View More
Representation and Warranty. (a) The Trust, on behalf of itself and each Fund, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It The Trust is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered ...by the Trust, on its own behalf and on behalf of each Fund, in accordance with all requisite action Trust and constitutes a valid and legally binding obligation of such Fund, the Trust, enforceable in accordance with its terms; (iii) It The Trust is conducting its business in material compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and federal; (iv) The Trust has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; conducted, and there is no statute, regulation, rule, order order, or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) Agreement or with which the execution of this Agreement would cause a conflict; (v) The method of valuation of Gold and each Reference Currency securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. (vi) To the extent that the Trust becomes aware that the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value securities, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency securities and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Materials; (vii) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) (viii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), Prospectus), each calculation of net asset value Net Asset Value provided by BNY Mellon hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. Participants; (ix) To the best of the Trust's knowledge, the Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; and (x) The Trust shall promptly notify BNY Mellon in writing of any and all material legal proceedings or securities investigations relating to the Trust or the Funds that are filed or commenced against the Trust, any Fund, or the Sponsor. (b) BNY Mellon hereby represents and warrants to the Trust, warrants, which representations and warranties shall be continuing and shall be deemed to be continuing reaffirmed each day, that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, organization with full power and authority to carry on its business as now conducted, to enter into this Agreement Agreement, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, is conducting its business in substantial compliance with all applicable laws and will maintain, such backup, contingency requirements, both state and disaster recovery procedures federal; (iv) It has obtained all regulatory licenses, approvals and consents necessary to carry on its business as are required by now conducted and there is no statute, regulation, rule, order, or judgment binding on it and no provision of its regulators. Organizational Documents, nor of any mortgage, indenture, credit agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement or with which the execution of this Agreement would cause a conflict; and (v) It has in place and shall maintain physical, electronic and procedural safeguards reasonably designed to protect the availability, security, confidentiality and integrity of, and to prevent unauthorized access to or use of, any and all books, records and information related to the Trust. View More
Representation and Warranty. (a) (i) The Trust, on behalf of each Fund, Trust hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and delivered by ...the Trust, on its own behalf and on behalf of each Fund, Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of such Fund, the Trust, enforceable in accordance with its terms; (iii) (c) The Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) (e) The method of valuation of Gold bitcoin and each Reference Currency Other Trust Assets and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. Trust. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, bitcoin, Other Trust Assets, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold bitcoin and each Reference Currency Other Trust Assets and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) (f) Each person named on Exhibit B A hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) and (g) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) (ii) BNY Mellon hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing continuing, that: (i) (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) (c) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators. View More
