ESTABLISHMENT AND CREATION Sample Clauses

ESTABLISHMENT AND CREATION. (A) There is hereby created and established the “Polk Regional Water Cooperative” a legal entity and public agency and unit of special purpose government with all of the privileges, benefits, powers and terms provided for herein and by law, including without limitation, Sections 163.01 and 373.713 and Chapter 189, Florida Statutes, whose initial geographic territory includes all of Polk County, Florida, with recognition that the boundaries may be expanded to include other municipalities and counties. (B) The purpose of the Cooperative shall be to perform such acts as shall be necessary to effectuate the purpose of this Interlocal Agreement, provide for the sound planning, acquisition, development, management, operation, improvement, and maintenance of Water Projects, including all business or associated facilities necessary and incidental thereto, support the right of its Member Governments to keep their existing permitted allocations and otherwise advocate on behalf of its Member Governments with federal, state, regional or local authorities, including, but not limited to legislative bodies and executive agencies regarding matters within the scope of the responsibilities assigned to the Cooperative under this Interlocal Agreement. (C) Membership in the Cooperative shall initially consist of no less than five local governments (including the County itself) within Polk County, which together constitute at least seventy (70%) percent of the projected total demand for public water supply in the calendar year 2035, as specified in Exhibit A to this Interlocal Agreement. Provided, however, that prior to April 30, 2018, any municipality within Polk County that did not sign this Interlocal Agreement before the Effective Date shall be admitted by amendment hereto upon a duly adopted resolution from the governing body of the municipality seeking admission. Said amendment need only be executed by the municipality seeking admission and the Cooperative acting through its Board of Directors. The Cooperative shall not withhold such approval or execution. At any time after April 30, 2018, local governments that did not join within the period specified above or which withdrew from the Cooperative as specified in Section 2.01(C) may be admitted or re-admitted by amendment hereto approved by the Board of Directors; provided however, that only applications for membership submitted during the month of January starting with January 2019 and each year thereafter may be consider...
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ESTABLISHMENT AND CREATION. (A) Creation and establishment of the "Florida PACE Funding Agency," a separate legal entity and public body and unit of local government with all of the privileges, benefits, powers and terms provided for herein and by law, and as defined herein as the "Agency”, by the Interlocal Agreement is ratified and confirmed. (B) Initial membership in and the Incorporators of the Agency consists of those local governments executing the Interlocal Agreement and this Charter Agreement as Incorporators. To the extent permitted by Section 163.01, Florida Statutes, additional members may be included or deleted by amendment hereto approved by all member local governments of the Agency and the governing body of the Agency. As a condition to membership in the Agency, each member shall be a municipality or county, or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein. (C) The boundaries or non-exclusive jurisdiction of the Agency shall embrace the territory of any county or municipality throughout the state within which any person owning a property therein determines to enter into a financing agreement evidencing the levy and imposition of a non-ad valorem assessment for a Qualifying Improvement funded or financed by the Agency. (D) A municipality or county or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein need not be a local government member in or of the Agency, and by law need not otherwise enter into a Subscription Agreement, nor undertake any exclusive relationship with the Agency, nor otherwise take any action to acquiesce, encourage or request the Agency to act, provide its services, or conduct its affairs within the local governments’ boundaries. (E) The Agency is created for purposes set forth in Section 163.01(7)(g), Florida Statutes, and this Charter Agreement as the same may be amended from time to time, in order to facilitate, administer, implement and assist in providing funding and financing for Qualifying Improvements, enter into Subscription Agreements and other agreements, and otherwise serve or provide its services to facilitate financing agreements and non-ad valorem assessments only on properties subjected to same by the record owners thereof, develop funding and financing markets, develop structures and procedures to finance Qualifying Improvements, and to take any actions associated therewith or necessarily resulting therefrom, as ...
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ESTABLISHMENT AND CREATION. (a) The Participants hereby agree to jointly invest certain of their Surplus Funds in an intergovernmental investment pool, to be known as the Florida Short Term Asset Reserve, which is an intergovernmental investment pool as described in Section 218.415, Florida Statutes. (b) FLSTAR is organized and existing as a common law trust under the laws of the State with the Surplus Funds of the Participants deposited to FLSTAR and all other Trust Assets held and managed in trust by the Board for the benefit of the Participants. (c) FLSTAR is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, joint venture, corporation, investment company, or joint stock company. The Participants shall be beneficiaries of FLSTAR, and their relationship to the Trustees shall be solely in their capacity as Participants and beneficiaries in accordance with the rights conferred upon them hereunder. (d) No Participant shall be required to appropriate any funds or levy any taxes to establish FLSTAR. (e) FLSTAR may consist of one or more Portfolios and the Participants may select the Portfolio or Portfolios in which they wish to deposit their Surplus Funds. A Participantʹs share in a Portfolio is represented by Units.
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ESTABLISHMENT AND CREATION. (a) The Participants hereby agree to create and establish a board of trustees of FLSTAR, known as The Board of Trustees of FLSTAR, as a separate legal entity and public body corporate and politic pursuant to Section 163.01(7), Florida Statutes. The business and affairs of FLSTAR shall be managed by the Board as governing body of FLSTAR. (b) The Participants delegate to FLSTAR through its Board, the authority to hold legal title to and manage all Trust Assets transferred to or acquired by FLSTAR pursuant to this Agreement. All such Trust Assets shall be held in trust for the benefit of the Participants. (c) The Board is authorized to adopt Bylaws which shall set forth, among other things, the procedure for holding meetings, the election of officers, and other matters necessary or desirable for governance by the Board. (d) The chief administrative office of the Board shall be located in Orlando, Florida. The Board may also have offices at such other places within the State as the Board may from time to time determine or the business of the Board may require.
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Related to ESTABLISHMENT AND CREATION

  • Establishment On and after the Closing Date, the Indenture Trustee will maintain the Bank Accounts established by the Servicer under Section 4.1 of the Sale and Servicing Agreement.

  • Establishment of Portfolios and Classes (a) The Trust shall consist of one or more separate and distinct Portfolios, each with an unlimited number of Shares unless otherwise specified. The Trustees hereby establish and designate the Portfolios listed on Schedule A attached hereto and made a part hereof ("Schedule A"). Each additional Portfolio shall be established by the adoption of one or more resolutions by the Trustees. Each such resolution is hereby incorporated herein by this reference and made a part of the Governing Instrument whether or not expressly stated in such resolution, and shall be effective upon the occurrence of both (i) the date stated therein (or, if no such date is stated, upon the date of such adoption) and (ii) the execution of an amendment either to this Agreement or to Schedule A hereto establishing and designating such additional Portfolio or Portfolios. The Shares of each Portfolio shall have the relative rights and preferences provided for herein and such rights and preferences as may be designated by the Trustees in any amendment or modification to the Trust's Governing Instrument. The Trust shall maintain separate and distinct records of each Portfolio and shall hold and account for the assets belonging thereto separately from the other Trust Property and the assets belonging to any other Portfolio. Each Share of a Portfolio shall represent an equal beneficial interest in the net assets belonging to that Portfolio, except to the extent of Class Expenses and other expenses separately allocated to Classes thereof (if any Classes have been established) as permitted herein. (b) The Trustees may establish one or more Classes of Shares of any Portfolio, each with an unlimited number of Shares unless otherwise specified. Each Class so established and designated shall represent a Proportionate Interest (as defined in Section 2.5(d)) in the net assets belonging to that Portfolio and shall have identical voting, dividend, liquidation, and other rights and be subject to the same terms and conditions, except that (1) Class Expenses allocated to a Class for which such expenses were incurred shall be borne solely by that Class, (2) other expenses, costs, charges, and reserves allocated to a Class in accordance with Section 2.5(e) may be borne solely by that Class, provided that the allocation of such other expenses, costs, charges, and reserves is not specifically required to be set forth in a plan adopted by the Trust pursuant to Rule 18f-3 under the Act, (3) dividends declared and payable to a Class pursuant to Section 7.1 shall reflect the items separately allocated thereto pursuant to the preceding clauses, (4) each Class may have separate rights to convert to another Class, exchange rights, and similar rights, each as determined by the Trustees, and (5) subject to Section 2.6(c), each Class may have exclusive voting rights with respect to matters affecting only that Class. The Trustees hereby establish for each Portfolio listed on Schedule A the Classes listed thereon. Each additional Class for any or all Portfolios shall be established by the adoption of one or more resolutions by the Trustees. Each such resolution is hereby incorporated herein by this reference and made a part of the Governing Instrument whether or not expressly stated in such resolution, and shall be effective upon the occurrence of both (i) the date stated therein (or, if no such date is stated, upon the date of such adoption) and (ii) the execution of an amendment to this Agreement establishing and designating such additional Class or Classes.

  • Establishment of Accounts (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

  • Establishment of Account (a) The Fund hereby appoints the Custodian as the custodian of all Securities and cash at any time delivered to the Custodian to be held under this Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which the Custodian will hold Securities and cash as provided herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund and Series, if any. (b) The Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and the Custodian shall reflect therein such assets as the Fund may specify in Instructions. (c) The Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree, and the Custodian shall transfer to such account such Securities and money as the Fund may specify in Instructions.

  • Establishment of Plan Employer hereby establishes this Deferred Compensation Plan which shall become effective as of the date selected by Employer. The Plan shall be maintained for the exclusive benefit of Employee.

  • Establishment of Trust In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

  • Establishment of the Trust The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5” and does hereby appoint HSBC Bank USA, National Association as Trustee in accordance with the provisions of this Agreement.

  • Establishment of Deposit Account The Deposit Account shall be established and maintained pursuant to Section 5.01 of the Sale and Servicing Agreement. The Deposit Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of Noteholders and the Certificateholders, as applicable in accordance with the Sale and Servicing Agreement.

  • Establishment of a Free Trade Area The Parties to this Agreement, consistent with Article XXIV of the General Agreement on Tariffs and Trade 1994 (GATT 1994) and Article V of the General Agreement on Trade in Services (GATS), hereby establish a free trade area.

  • Establishment of Committee The Province may, at its sole discretion, require the establishment of a committee to oversee the Agreement (the “Committee”).

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