Appointment of Trust Manager Sample Clauses

Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i) and ( l) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's behalf with respect to this Agreement. The Trust Manager: (A) may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) without limiting the generality of the foregoing, shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust [ALLENS XXXXXX XXXXXXXX LOGO] Manager and the due management and administration of the Fund, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above; (iii) In acting as Party B's agent, the Trust Manager must comply with the terms of the Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b) and (c)), and all relevant Transaction Documents; (iv) The Trust Manager must indemnify Party B from and against all costs, losses, damages, expenses or liabilities (including the amount of any compensation found by a Final Judgment (or admitted by Party B) to be payable by Party B to restore the Fund because of a failure by Party B to exercise the degree of care, diligence and prudence required of it under the Transaction Documents, or because of some other neglect, default or breach of duty by Party B under the Transaction Documents): (A) which Party B may suffer or incur as a result of any claim being made against it under clause 14.5 of the Master Trust Deed which arises from any act or omission (or alleged act or omission) by the Trust Manager in acting as Party B's agent under or for the purposes of this Agreement; and (B) in respect of which Party B is not entitled to be indemnified personally from the Assets of the Fund in accordance with clause 25.10 of the Master Trust Deed. (v) The parties agree that if: (A) the Trust Manager, in acting as agent of Party B under sub-paragraph (i) above, acts in breach of its duties to Party B, or acts negligently or fraudulently; and (B) as a result of such breach, neglige...
Sample 1See All (4)
AutoNDA by SimpleDocs
Appointment of Trust Manager. (a) The Trust Manager is appointed, and agrees to act, as the manager of the Trusts on and subject to the terms of this deed and any relevant Series Notice. (b) Except as provided in clause 18.16 and clause 20.3: (i) the Trust Manager will be an independent contractor and not an agent of the Trustee; (ii) the Trust Manager will not represent or hold itself out to any person to be an agent of the Trustee; or (iii) the Trustee will not be responsible for the acts, omissions or defaults of the Trust Manager.
Sample 1Sample 2Sample 3
Appointment of Trust Manager. Party A acknowledges that, under the Master Trust Deed, Party B has appointed the Trust Manager as Trust Manager of the Trust, with the powers set out in, and upon and subject to the terms of the Master Trust Deed. Accordingly, subject to the terms of the Master Trust Deed, the Trust Manager may arrange and monitor Transactions and exercise all other rights and powers of Party B under this Agreement provided it keeps Party B informed of actions so taken.
Sample 1Sample 2
Appointment of Trust Manager. Party B hereby exclusively appoints the Trust Manager as its attorney to act on Party B's behalf and exercise all rights and powers of Party B with respect to this Agreement other than any amendment of Party B's rights and powers under this Agreement. Without limiting the generality of the foregoing, the Trust Manager may issue and receive on behalf of Party B all notices, certificates and other communications to or by Party A under this Agreement until such time as Party B serves written notice on Party A of the revocation of the Trust Manager's authority to act on behalf of Party B in accordance with this Part 5(21) of the Schedule.
Sample 1Sample 2
Appointment of Trust Manager. Party A acknowledges that under the Trust Deed, Party B has appointed the Trust Manager as manager of the Trust with the powers set out in and upon and subject to the terms of, the Trust Deed. Accordingly, subject to the terms of the Trust Deed, the Trust Manager: (i) may arrange, enter into, and monitor Transactions, execute Confirmations and exercise all other rights and powers of Party B under this Agreement; and (ii) without limiting the generality of the foregoing, the Trust Manager shall, issue and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement.
Sample 1
Appointment of Trust Manager. (i) Pursuant to its powers under the Master Trust Deed (including, without limiting the generality of the foregoing, pursuant to clauses 14.2(i) and (l) and 14.4(c)), Party B hereby appoints the Trust Manager as its sole and exclusive agent to act on Party B's behalf with respect to this Agreement. The Trust Manager: (A) may arrange, enter into, and monitor Transactions, execute Confirmations, and exercise all other rights and powers of Party B under this Agreement; and (B) without limiting the generality of the foregoing, shall issue, and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (ii) The Trust Manager acknowledges and confirms to Party B and Party A that the Trust Manager considers it appropriate, for the effective performance of its obligations as Trust Manager and the due management and administration of the Fund, that Party B appoint the Trust Manager as its agent for the purposes of this Agreement, in the manner provided for in sub-paragraph (i) above;
Sample 1
Appointment of Trust Manager. 71 18.2 Complete powers of management................................ 71 18.3 Note issuance................................................ 72 18.4 Trust Manager to act in interests of Beneficiary and Noteholders.................................................. 72 18.5 Trust Manager to assist Trustee.............................. 72 18.6 Trust Manager's power to delegate............................ 72 18.7 Trust Manager's power to appoint advisers.................... 73 18.8 Trust Manager's books available to Trustee................... 73 18.9 Trust Manager will account to Trustee for moneys received....
Sample 1
AutoNDA by SimpleDocs
Appointment of Trust Manager. (a) Effective immediately after the shareholder meeting, AIP shall increase the number of its Trust Managers from five to seven, and MSAM shall have the right to instruct AIP to appoint two Trust Managers selected by MSAM to fill the vacancies caused by the increase in the number of Trust Managers. Additionally, until such time as AIP achieves the equity capitalization described in (b) below, AIP shall use its best efforts to have such designees elected as Trust Managers (which efforts shall include, without limitation, including MSAM's nominee in management's slate for nomination and election and solicitation of proxies on his or her behalf); provided that if the Trust Managers selected by MSAM are not elected by the shareholders of AIP, MSAM shall have full board observation rights including full and timely notice of all meetings of the Trust Managers and each of its committees, copies of all written and other materials disseminated to Trust Managers and the right to designate a person to attend in person or by telephone all meetings of the Trust Managers or their committees. If MSAM receives observation rights pursuant to this Paragraph, MSAM and its designees shall each execute a confidentiality agreement in form and substance reasonably acceptable to AIP. MSAM shall also have observation rights prior to receiving the required Trust Manager appointment in the event any Debt is to be purchased prior to the shareholder meeting. (b) At such time as AIP achieves the Minimum Equity Capitalization, MSAM shall cause one of its designees to resign from the AIP Board of Trust Managers. At such time as AIP achieves equity capitalization of $250 million (calculated in the same manner as Minimum Equity Capitalization), MSAM shall cause its remaining designee to resign from the AIP Board of Trust Managers. Upon achievement of the Minimum Equity Capitalization, unless Realco purchases an additional $20 million of AIP equity securities from AIP for cash or real property (including amounts attributable to any merger of any Realco affiliated entities with and into AIP), Realco shall be required to cause one of its designees to resign from the Board of Trust Managers. (c) AIP agrees to obtain all necessary agreements and waivers from Realco necessary to effectuate the terms of this Paragraph 9 as a condition precedent to any funding of the Debt.
Sample 1

Related to Appointment of Trust Manager

  • Appointment of Trustee The Depositor hereby appoints Wilmington Trust Company as Trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

  • Appointment of the Owner Trustee The Seller hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein.

  • Vacancies; Appointment of Trustees Whenever a vacancy shall exist in the Board of Trustees, regardless of the reason for such vacancy, the remaining Trustees shall appoint any person as they determine in their sole discretion to fill that vacancy, consistent with the limitations under the 1940 Act. Such appointment shall be made by a written instrument signed by a majority of the Trustees or by a resolution of the Trustees, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to Section 16(a) of the 1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. The death, declination to serve, resignation, retirement, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

  • Appointment of Administrator Each Trust hereby appoints EIS as Administrator of the Trust and each of its series listed on SCHEDULE A attached hereto on the terms and conditions set forth in this Agreement; and EIS hereby accepts such appointment and agrees to perform the services and duties set forth in Section 2 of this Agreement in consideration of the compensation provided for in Section 4 hereof.

  • Appointment of Owner Trustee The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

  • Resignation or Removal of the Trustee; Appointment of Successor Trustee (a) The Trustee may at any time resign as Trustee hereunder by written notice of its election so to do, delivered to the Depositor, and such resignation shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as hereinafter provided; provided, however, that in the event of such resignation, the Trustee shall (i) assist the Depositor in finding a successor Trustee acceptable to the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees. (b) The Depositor or Holders of the Required Percentage--Removal of Trustee of Certificates may at any time remove the Trustee as Trustee hereunder by written notice delivered to the Trustee in the manner provided in Section 11.04 hereof, and such removal shall take effect upon the appointment of the successor Trustee and its acceptance of such appointment as provided in paragraph (e) of this Section 7.08; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. (c) Upon the designation and acceptance thereof of a successor Trustee, following either resignation or removal of the Trustee, the Trustee shall deliver to the successor Trustee all records relating to the Certificates in the form and manner then maintained by the Trustee, which shall include a hard copy thereof upon written request of the successor Trustee. (d) If at any time the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor shall petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. In the event the Trustee resigns or is removed, the Trustee shall reimburse the Depositor for any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Trust Agreement which remain to be performed by a successor Trustee. (e) In case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or the Depositor or Holders of the Required Percentage--Removal of Trustee of Certificates notifies or notify the Trustee that it or they elects or elect to remove the Trustee as Trustee, the Depositor shall, within sixty (60) days after the delivery of the notice of resignation or removal, appoint a successor Trustee, which shall satisfy the requirements for a trustee under Section 7.07. If no successor Trustee has been appointed within sixty (60) days after the Trustee has given written notice of its election to resign or the Depositor or Holders of the Required Percentage--Removal of Trustee of Certificates have given written notice to the Trustee of its or their election to remove the Trustee, as the case may be, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Every successor Trustee shall execute and deliver to its predecessor and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all right, title and interest in the Deposited Assets and parts thereof to such successor. Any successor Trustee shall promptly give notice of its appointment to the Certificateholders of Certificates for which it is successor Trustee in the manner provided in Section 11.04 hereof. (f) Any corporation into or with which the Trustee may be merged, consolidated or converted shall be the successor of such Trustee without the execution or filing of any document or any further act.

  • Appointment of USBFS as Administrator The Trust hereby appoints USBFS as administrator of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

  • Appointment of Co-Trustee (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction or otherwise, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustees, of all or any part of this Indenture, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to the Holders of the appointment of any co-trustee or separate trustee shall be required. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (1) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee. (2) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (3) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 7.12. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies, and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

  • Appointment of Administrative Trustees (a) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. Each of the individuals identified as an “Administrative Trustee” in the preamble of this Trust Agreement hereby accepts his or her appointment as such. (b) Except where a requirement for action by a specific number of Administrative Trustees is expressly set forth in this Trust Agreement, any act required or permitted to be taken by, and any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 8.11, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Trust Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.

  • Appointment of Successor Trustee In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!