Declaration and Purpose Sample Clauses

Declaration and Purpose. (a) Certificate Trustee hereby ----------------------- declares, undertakes and agrees that it will and does receive, take and hold all estate, right, title and interest of Certificate Trustee in and to the Trust Estate for the use and benefit of the Certificate Purchasers. (b) The purpose of the Trust is to hold title to the Equipment and the remainder of the Trust Estate for the benefit of the Certificate Purchasers and to engage in activities ancillary and incidental thereto as set forth in the Operative Documents. Except in connection with the foregoing, Certificate Trustee in its capacity as Trustee shall not (i) engage in any business or activity, (ii) have any property, rights or interest, whether real or personal, tangible or intangible, (iii) incur any legal liability or obligation, whether fixed or contingent, matured or unmatured, other than in the normal course of the administration of the Trust or (iv) subject any of the Trust Estate to any mortgage, lien, security interest or other claim or encumbrance, other than in favor of Administrative Agent and the Lenders pursuant to the provisions of the Loan Documents. THE TRUST IS NOT A BUSINESS TRUST. THE SOLE PURPOSE OF THE TRUST IS TO ACQUIRE AND HOLD TITLE TO THE EQUIPMENT AND TO COLLECT AND CONSERVE THE VALUE THEREOF AND OF THE REMAINDER OF THE TRUST ESTATE, SUBJECT TO THE RIGHTS OF ADMINISTRATIVE AGENT, LENDERS AND LESSEE, FOR THE BENEFIT OF THE CERTIFICATE PURCHASERS. CERTIFICATE TRUSTEE MAY NOT TRANSACT BUSINESS OF ANY KIND WITH RESPECT TO THE TRUST ESTATE NOR SHALL THIS TRUST AGREEMENT BE DEEMED TO BE, OR CREATE OR EVIDENCE THE EXISTENCE OF, A CORPORATION DE FACTO OR DE JURE, OR A MASSACHUSETTS TRUST, OR ANY OTHER TYPE OF BUSINESS TRUST, ASSOCIATION OR JOINT VENTURE BETWEEN OR AMONG CERTIFICATE TRUSTEE, THE CERTIFICATE PURCHASERS, ADMINISTRATIVE AGENT AND THE LENDERS.
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Declaration and Purpose. (a) Trustee hereby declares, undertakes and agrees that it will and does receive, take and hold all estate, right, title and interest of the Trust in and to the Trust Estate for the use and benefit of the Certificate Holders. (b) The purpose of the Trust is (i) to utilize the proceeds of the Equity Contributions made available to Trustee by the Certificate Holders pursuant to Section 4.1 of the Participation Agreement and this Trust Agreement together with the Loans made available to Trustee by the Lenders pursuant to the Loan Agreement for the purposes of acquiring the Equipment in accordance with the terms and subject to the conditions of the Participation Agreement, the Lease Agreement and the other Operative Documents; (ii) to hold title to the Equipment and lease the Equipment to Lessee pursuant to the Lease Agreement; (iii) to preserve the interest of Trustee (as trustee under this Trust Agreement) in the Trust Estate for the benefit of the Certificate Holders and engage in activities ancillary and incidental thereto as set forth in the Operative Documents; (iv) to issue the Certificates to the Certificate Holders evidencing the Equity Contributions made available to Trustee, (v) to accept the security including the Lessee Collateral to be executed or provided in its favor for the benefit of the Trustee, (vi) to enter into the Loan Agreement and, in connection therewith, execute and deliver the Notes, (vii) to exercise all remedies available to Trustee or the Certificate Holders under the Operative Documents; and (viii) to enter into any agreements or to perform any action incidental to any of the foregoing. (c) The powers of the Trust are limited in accordance with Section 9.2 of the Participation Agreement.
Sample 1
Declaration and Purpose. Bank, as Trustee and Lessor, hereby declares, undertakes and agrees that it will and does receive, take and hold all estate, right, title and interest of the Bank, as Trustee and Lessor, in and to the Trust Estate in trust for the use and benefit of the Grantor.
Sample 1
Declaration and Purpose. (A) TRUSTEE HEREBY DECLARES, UNDERTAKES AND AGREES THAT IT WILL AND DOES RECEIVE, TAKE AND HOLD ALL ESTATE, RIGHT, TITLE AND INTEREST OF TRUSTEE IN AND TO THE TRUST ESTATE IN TRUST FOR THE USE AND BENEFIT OF GRANTOR. (B) THE PURPOSE OF THE TRUST IS TO ACQUIRE AND HOLD TITLE TO THE EQUIPMENT AND THE REMAINDER OF THE TRUST ESTATE AS COLLATERAL SECURITY FOR THE OBLIGATIONS OF TRUSTEE UNDER THE LOAN AGREEMENT, TO DISCHARGE SUCH OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS AND TO ENGAGE IN ACTIVITIES ANCILLARY AND INCIDENTAL THERETO AS SET FORTH IN THE OPERATIVE DOCUMENTS AND AS PERMITTED BY APPLICABLE LAW. EXCEPT IN CONNECTION WITH THE FOREGOING, TRUSTEE IN ITS CAPACITY AS TRUSTEE TRUST AGREEMENT SHALL NOT (I) ENGAGE IN ANY BUSINESS OR ACTIVITY, (II) HAVE ANY PROPERTY, RIGHTS OR INTEREST, WHETHER REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, (III) INCUR ANY LEGAL LIABILITY OR OBLIGATION, WHETHER FIXED OR CONTINGENT, MATURED OR UNMATURED, OTHER THAN IN THE NORMAL COURSE OF THE ADMINISTRATION OF THE TRUST OR (IV) SUBJECT ANY OF THE TRUST ESTATE TO ANY MORTGAGE, LIEN, SECURITY INTEREST OR OTHER CLAIM OR ENCUMBRANCE, OTHER THAN IN FAVOR OF AGENT AND LENDERS PURSUANT TO THE PROVISIONS OF THE OPERATIVE DOCUMENTS. THE TRUST IS NOT A BUSINESS TRUST. THE SOLE PURPOSE OF THE TRUST IS TO ACQUIRE AND HOLD TITLE TO THE EQUIPMENT AND TO COLLECT AND CONSERVE THE VALUE THEREOF AND OF THE TRUST ESTATE, SUBJECT TO THE RIGHTS OF AGENT AND GRANTOR, FOR THE BENEFIT OF LENDERS. TRUSTEE MAY NOT TRANSACT BUSINESS OF ANY KIND WITH RESPECT TO THE TRUST ESTATE NOR SHALL THIS TRUST AGREEMENT BE DEEMED TO BE, OR CREATE OR EVIDENCE THE EXISTENCE OF A CORPORATION DEFACTO OR DE JURE, OR A MASSACHUSETTS TRUST, OR ANY OTHER TYPE OF BUSINESS TRUST, ASSOCIATION OR JOINT VENTURE BETWEEN TRUSTEE, AGENT AND LENDERS.
Sample 1

Related to Declaration and Purpose

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the JSC and the IPC, and, optionally, create one or more of the other Committees listed in the chart below. Each Committee shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree to not create a Committee (other than the JSC and the IPC), the creation of such Committee shall be deferred until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee. Joint Steering Committee (“JSC”) Establish projects for the Bacteriophage Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans (except for decisions of the IPC). The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Bacteriophage Program. Regulatory Committee (“RC”) Review and approve all research and development plans and projects, including clinical projects, associated with any necessary regulatory approvals, all associated publications, and all regulatory filings and correspondence relating to gaining regulatory approval for new Ampliphi Products under the Bacteriophage Program; and review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Bacteriophage Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Intellectual Property Committee (“IPC”) Evaluate all intellectual property issues in connection with the Bacteriophage Program; review and approve itemized budgets with respect to the foregoing.

  • Introduction and Purpose Introduction • Neighbourhood Development Plans • Neighbourhood Development Orders

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  • Scope and Purpose 1.01 This document is intended to set out general guidelines and principles regarding child welfare sector integrations during the term of this agreement which are mandated by the Ministry and for which local Human Resources Adjustment Plans (HRAP) are required to be negotiated. Subject to the following terms, these principles will serve as the framework for the treatment of bargaining unit employees and will apply to subsequent negotiations with unions, as may be required, as part of an integration arising within the context of the Ontario Labour Relations Act (OLRA) or PSLRTA, whichever is applicable. 1.02 Employees who may be impacted by an integration are valued and are to be treated fairly and respectfully. The parties agree that they will make reasonable efforts to reduce any negative affect on employees as a result of an integration in accordance with the following.

  • INTENT AND PURPOSE The Employer and the Union each represent that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to provide a channel through which information and problems may be transmitted from one to the other, to formulate rules to govern the relationship between the Union and the Employer, to promote efficiency and service, and to set forth herein the basic agreements covering rates of pay, hours of work, and conditions of employment.

  • Parties and Purpose This agreement (the “Agreement”) is entered by and between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a statutory trust under Delaware law (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the “Underwriter,” and together with the Trust, “we” or “us”), the insurance company identified on Schedule A (together “you”) and your distributor, on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time (“Account” or “Accounts”). The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust (“Portfolios”) that are identified on Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts (“Contracts”) that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

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  • Consents, Declaration and Directions Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

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