Governing Documents and Contracts Clause Samples
The Governing Documents and Contracts clause establishes which documents and agreements will control the relationship between the parties. It typically specifies that certain foundational documents, such as bylaws, operating agreements, or previously executed contracts, take precedence in interpreting rights and obligations. This clause ensures that all parties are clear about which documents are authoritative, thereby reducing confusion and potential disputes over conflicting terms.
Governing Documents and Contracts. Practice shall remain legally organized and authorized to provide physician services in a manner consistent with applicable law. During the Term, except as necessary to comply with applicable law, Practice and Owners shall not incur any indebtedness for borrowed money without Manager’s consent, which is not be unreasonably withheld or delayed.
Governing Documents and Contracts. (a) In addition to Seller’s Investment Advisory Contracts for the Subadvised Funds, Collective Trusts and Hedge Funds, Seller has made available to Federated true, accurate and complete copies of the following documents for each Collective Trust and Hedge Fund:
(i) The agreements and arrangements for distributing the shares of or interests in such Products (including selling agent and similar agreements);
(ii) The custody agreements, transfer agent agreements, accounting services agreements, member services agreements and similar agreements by which such Products are bound or pursuant to which such Product receives services;
(iii) The administrative service and similar agreements by which such Product is bound or under which such Product receives services;
(iv) The private placement memoranda, subscription agreements, adoption agreements and similar selling or offering documents or Contracts distributed in connection with the offering of shares of or interests in such Product;
(v) The Declarations of Trust, Trust Agreements, Bylaws, Certificates or Agreements of Limited Partnership, Certificates of Formation, Limited Liability Company Agreements and other Governing Documents of such Products, in each case as in effect on the date of this Agreement; and
(vi) Any other agreements, commitments or other Contracts relating to the business or operations of such Products; except for any such agreements, commitments, other Contracts, or documents that are no longer effective.
(a) above are (and will be as of the Schedule Bring-Down Date) listed or described on Schedule 3.3.7(a) and are referred to, collectively, as applicable, as the “Product Contracts”.
(b) Any Product Contracts between Seller (or any Affiliate of Seller) and any Hedge Fund or Collective Trust are separately identified on Schedule 3.3.7(a). Except for the Product Contracts identified on Schedule 3.3.7(a), no Collective Trust or Hedge Fund is a party to or subject to any Contracts with Seller or any Affiliate of Seller. There are no Product Contracts between any Affiliate of Seller and any Product (other than any Hedge Fund or Collective Trust).
(c) With respect to each Collective Trust and Hedge Fund:
(i) Each applicable Product Contract (and any other agreements, commitments or other Contracts of any such Product, whether or not material to its business) has been (or, when executed and delivered, will be) duly authorized, executed and delivered by such Product that is a party to it and, to Selle...