Execution of Documents; Licenses and Applications Sample Clauses

Execution of Documents; Licenses and Applications. (a) The Closed-End Servicer will be responsible for compliance by the Titling Trust with all Applicable Laws governing the conduct and activities of the Titling Trust and its qualifications to do business in any jurisdiction. (b) The Closed-End Servicer, at its expense, will obtain all material licenses required by the Applicable Laws of any jurisdiction in which the Closed-End Servicer, in its sole discretion, deems necessary for the conduct of the activities of the Closed-End Servicer, the Closed-End Collateral Agent and the Titling Trust, or, in the case of the Titling Trust, the ownership of the Closed-End Leases or the ownership and leasing of the Closed-End Vehicles, and will make all filings and pay all fees as may be required in connection with such licenses during the term of this Closed-End Servicing Agreement. (c) The Closed-End Servicer is authorized and directed, as attorney-in-fact or otherwise, to prepare, execute and deliver, on behalf of the Initial Beneficiary and the Titling Trust: (i) any applications, instruments and other documents deemed necessary or appropriate in the sole discretion of the Closed-End Servicer to comply with, and effect the purposes of, Section 3.7(a) and (b); and (ii) any registration statement to be filed with the United States Securities and Exchange Commission or otherwise, any offering document (whether relating to a public or private offering) and any financial statements for the Titling Trust to be included in any such registration statement or offering document.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Execution of Documents; Licenses and Applications. (a) The Servicer will be responsible for compliance by each Titling Company with all Applicable Laws governing the conduct and activities of such Titling Company and its qualifications to do business in any jurisdiction. (b) The Servicer, at its expense, will obtain all material licenses required by the Applicable Laws of any jurisdiction in which the Servicer, in its sole discretion, deems necessary for the conduct of the activities of the Servicer, the Collateral Agent and the Titling Companies, or, in the case of the Titling Companies, the ownership of the Collateral Leases or the ownership and leasing of the Collateral Leased Vehicles and will make all filings and pay all fees as may be required in connection with such licenses during the term of this Agreement. (c) The Servicer is authorized and directed, as attorney-in-fact or otherwise to prepare, execute and deliver, on behalf of each Holding Company and each Titling Company: (i) any applications, instruments and other documents deemed necessary or appropriate in the sole discretion of the Servicer to comply with, and effect the purposes of, Section 3.8(a) and (b); and (ii) any registration statement to be filed with the Commission or otherwise, any offering document (whether relating to a public or private offering) and any financial statements for the Titling Companies to be included in any such registration statement or offering document.
Sample 1

Related to Execution of Documents; Licenses and Applications

  • Execution of Documents, Etc (a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any Subcustodian of any such rights shall in all events be in compliance with the terms of this Agreement.

  • Execution of Documents Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by a Responsible Officer.

  • Certification of Documents The required copy of the Agreement and Declaration of Trust of Fund and copies of all amendments thereto will be certified by the appropriate official of The Commonwealth of Massachusetts; and if such Agreement and Declaration of Trust and amendments are required by law to be also filed with a county, city or other officer or official body, a certificate of such filing will appear on the certified copy submitted to Service Company. A copy of the order or consent of each governmental or regulatory authority required by law for the issuance of Fund shares will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The copy of the Bylaws and copies of all amendments thereto and copies of resolutions of the Board of Trustees of Fund will be certified by the Secretary or an Assistant Secretary of Fund.

  • Possession of Documents Each Bank shall keep possession of its own Ratable Loan Note. Administrative Agent shall hold all the other Loan Documents and related documents in its possession and maintain separate records and accounts with respect thereto, and shall permit the Banks and their representatives access at all reasonable times to inspect such Loan Documents, related documents, records and accounts.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Inspection of Documents Consulting Engineer/Architect shall maintain all Project records for inspection by City during the contract period and for three (3) years from the date of final payment.

  • Intellectual Property Matters A. Definitions

  • Incorporation of Documents Section 0100, Standard Purchase Definitions, is hereby incorporated into this Contract by reference, with the same force and effect as if they were incorporated in full text. The full text versions of this Section are available, on the Internet at the following online address: xxxxx://xxxxxx.xxxxxxxxxxx.xxx/purchase/downloads/standard_purchase_definitions.pdf

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

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