Nomination and Appointment Sample Clauses

Nomination and Appointment a. The Participant hereby nominates and appoints Skillmine Saudi Arabia for Communication and Information Technology as its Tawarruq Transactions Agent, which nomination shall remain in effect until terminated by: i. The Participant upon written notice to Us, or ii. By Us via two communication methods such as: * SMS * Website update * Written notice to the Participant from American Express Saudi Arabia b. The Participant acknowledges that Skillmine and any subsequently nominated and appointed Tawarruq Transactions Agent is independent of Us and that We do not accept any liability arising out of the actions (or failures to act) of such Tawarruq Transactions Agent in the absence of Our own fraud or grossly negligent conduct, duly established in the appropriate judicial forum. c. The Participant ratifies and afirms all actions taken by the Tawarruq Transactions Agent under this Nomination Agreement, the Business Credit Card Agreement, or any agreement ancillary to such agreements. d. In the event the Participant cancels or revokes this Nomination Agreement, this shall have the effect of automatically terminating the Business Cards Agreement; provided, however, that the terms and conditions of the Business Credit Card Agreement shall remain in full force and effect for all transactions, including without limitation Tawarruq Transactions, effected prior to such termination.
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Nomination and Appointment. The officers of the Company shall consist of a President, a CFO, a Secretary, and such other officers as determined by the Board by Majority Consent. Subject to the selection process set forth in this Section 6.2 with respect to the President, the CFO, and the Secretary, all officers shall be appointed by the Board by Majority Consent. The initial President, and each subsequent President, shall be nominated by the Representatives appointed by Navistar. The initial CFO and Secretary, and each subsequent CFO and Secretary, shall be nominated by the Representatives appointed by Caterpillar. Each nominee for President, CFO and Secretary may be (a) an employee of Navistar, Caterpillar, or the Company, or (b) any other person. The appointment of a nominee to any officer position of the Company (including any nominee for President, CFO or Secretary) shall be subject to the Majority Consent of the Board, it being understood that each Representative may withhold his approval in his discretion for the appointment of such nominee. Except as otherwise determined by the Board by Majority Consent, each of the President, the CFO and the Secretary shall serve in such office for a term of three (3) years, or until his or her earlier death, disability, resignation, or, upon the request of the Member nominating such officer, removal by the Board by Majority Consent (it being understood that each Representative may withhold his approval in his discretion for the removal of such officer). At the end of the three (3) year term of service of each of the President, CFO and Secretary, the Member’s Representatives responsible for selecting the nominee for such office shall designate as the nominee for such office, in their discretion, either the individual who then holds such office or another individual. If any individual’s term of service as an officer expires prior to the approval of the reinstatement of such individual to such office or the replacement of such individual with another individual for such office, in each case, by the Board by Majority Consent, all management vested in such office pursuant to this Agreement or otherwise by the Board shall be vested in the Board until such reinstatement or replacement is approved by the Board by Majority Consent.
Nomination and Appointment. (a) Subject to clause 4.1(c) and on receipt of an ENE Nomination, the Trustee must if it is satisfied the nominated entity is eligible under clause 4.5, appoint the nominated entity as the Regional Corporation for a Region by an ENE Appointment Notice. (b) If the Trustee in its absolute discretion considers that an initial Regional Corporation for a Region is unlikely to be appointed within 6 months of the date of this Deed then the Trustee may provide reasonable assistance to the relevant Agreement Group to establish or support an entity in its endeavours to meet the eligibility requirements in clause 4.5(a) and nominate for appointment as the Regional Corporation for that Region. (c) At any one time, the Trustee may only support the establishment and operation of one entity as the Regional Corporation in respect of each Region.
Nomination and Appointment. (a) Subject to clause 5.1(c) and on receipt of an ENE Nomination, the Trustee must if it is satisfied that the nominated entity is eligible under clause 5.4, appoint the nominated entity as the CSC by an ENE Appointment Notice. (b) If the Trustee in its absolute discretion considers that an initial CSC is unlikely to be appointed within 6 months of the date of this Deed then until such time as a CSC is appointed (Interim Period): (i) the Trustee may establish or support an entity in its endeavours to meet the eligibility requirements in clause 5.4 and to nominate for appointment as the CSC; (ii) in order to advance the vital operations of the Trust: A. the Trustee may with the consent of the State appoint an entity as the Interim CSC; B. the Interim CSC will exercise such functions and deliver such services of the CSC as the Trustee in its absolute discretion determines, including facilitating the Noongar Corporations Committee; C. the Trustee can meet its obligations under the Trust Deed to consult with or obtain the consent of the CSC, by consulting with and obtaining the consent of the Noongar Advisory Company; and D. the Trustee may Apply any part of the Operations Funding in giving effect to this clause 5.1(b)(ii). (c) At any one time, the Trustee may only support the establishment and operation of one entity as the CSC.
Nomination and Appointment a. You hereby nominate and appoint the Law Office of Xxxxxxxx bin Xxxx Xx-Xxxxxxx (MSR) as Your Tawarruq Transactions Agent, which nomination shall remain in effect until terminated by (i) You upon written notice to Us (ii) or by Us upon written notice to You, which may include for Us, among other means, by posting a notice on Our website. b. You acknowledge that MSR and any subsequently nominated and appointed Xxxxxxxx Transactions Agent is independent of Us and that We do not accept any liability arising out of the actions (or failures to act) of such Tawarruq Transactions Agent in the absence of Our own fraud or grossly negligent conduct, duly established in the appropriate judicial forum. c. You ratify and affirm all actions taken by Your Tawarruq Transactions Agent under this Nomination Agreement, the Cardmember Agreement, or any agreement ancillary to such agreements. d. In the event You cancel or revoke this Nomination Agreement, this shall have the effect of automatically terminating Your Cardmember Agreement; provided, however, that the terms and conditions of Your Cardmember Agreement shall remain in full force and effect for all transactions, including without limitation Tawarruq Transactions, effected prior to such termination.
Nomination and Appointment. (a) Party B shall have the exclusive right to nominate a candidate for the position of the General Manager. Party A shall have the exclusive right to nominate a candidate for the position of the Deputy General Manager. The General Manager shall have the exclusive right to determine what management positions, other than those determined by the Board of Directors under Article 21(6), may be necessary and to appoint such persons to those positions as deemed appropriate by him (or her), after consultation with the Deputy General Manager. The Deputy General Manager shall assist with the work of the General Manager and report to the General Manager. (b) The General Manager and the Deputy General Manager shall be appointed and dismissed by the decision of the Board of Directors. The Board of Directors shall decide the appointment of the individual for the General Manager position from the candidate nominated by Party B and the individual for the Deputy General Manager position from the candidate nominated by Party A. The Parties shall cause the members of the Board of Directors nominated by it to ensure that their respective nominated candidates will be appointed as General Manager and Deputy General Manager by the Board of Directors. (c) The Parties have agreed to nominate for the General Manager and Deputy General Manager positions individuals who do not serve as a director, officer, employee, partner or other controlling person of a business entity, owned in whole or in part by other foreign or Chinese investors and/or business partners, that engages in services which compete with the business activities of the Company in the PRC.
Nomination and Appointment. The Employee Representatives will be nominated pursuant to Section B 4.4 below. The appointment will be conducted by the SE Works Council. Proposals for the nomination of the Employee representatives may be submitted pursuant to Section B 4.3.
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Nomination and Appointment 

Related to Nomination and Appointment

  • Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

  • Vacancies and Appointment of Trustees In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than two (2)

  • Resignation and Appointment of Successor (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable. (b) The Warrant Agent may at any time resign as agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than three months after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the intended date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent. (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

  • Hiring and Appointments 15.1 The Employer will determine when a position will be filled, the type of appointment to be used when filling the position, and the skills and abilities necessary to perform the duties of the specific position within a job classification that is being filled. Only those candidates who have the position-specific skills and abilities required to perform the duties of the vacant position will be referred for further consideration by the employing Agency. X. Xx Agency’s internal layoff list will consist of employees who have elected to place their name on the layoff list through Article 35, Layoff and Recall, of this Agreement and are confined to each individual agency. B. The statewide layoff list will consist of employees who have elected to place their name on the statewide layoff list in accordance with WAC 000-00-000. C. A promotional candidate is defined as an employee who has completed the probationary period within a permanent appointment and has attained permanent status within the Agency. D. A transfer candidate is defined as an employee in permanent status in the same classification as the vacancy within the Agency. E. A voluntary demotion candidate is defined as an employee in permanent status moving to a class in a lower salary range maximum, within the Agency.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company. (b) The Board Representative shall, subject to applicable law, be one of the Company’s nominees to serve on the Board of Directors. The Company shall use its reasonable best efforts to have the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other Company nominees to the Board of Directors. At the option of the Board Representative, the Board of Directors shall cause such Board Representative to be appointed to the Compensation Committee of the Board of Directors, and any equivalent committee of the Bank, so long as the Board Representative qualifies to serve on such committees under the Company’s or the Bank’s committee charters currently in effect, as applicable, and applicable rules of any exchange on which the Common Stock is then listed, and such service is consistent with commitments that Castle Creek has provided to the Federal Reserve in connection with the transaction and would not result in Castle Creek being deemed in control of the Company for purposes of the BHC Act. The Company shall ensure, and shall cause the Bank to ensure, that the Board of Directors, the Bank Board, the Compensation Committee of the Board of Directors and any equivalent committee of the Bank shall have at least four members for so long as Castle Creek shall have the right to appoint a Board Representative. Castle Creek covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). Notwithstanding anything to the contrary contained herein, at all times when Castle Creek maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 1(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Board of the Board Representative, Castle Creek shall have the right to designate the replacement for such Board Representative, which replacement shall satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company, and shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof). The Board and the Bank Board shall use their respective commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board and the Bank Board), using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Board Representative shall be entitled to compensation, including fees, and indemnification and insurance coverage in connection with his or her role as a director, to the same extent as other directors on the Board or the Bank Board, as applicable, and the Board Representative shall be entitled to reimbursement for reasonable documented, out-of- pocket expenses incurred in attending meetings of the Board and the Bank Board, or any committee thereof, in accordance with Company policy. (e) The Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by Castle Creek and/or certain of its Affiliates (collectively, the “Castle Creek Indemnitors”). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by the Board Representative for indemnification arising out his or her service as a director of the Company and/or the Bank (1) that it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Board, as applicable) are primary, and any obligation of the Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Initial Appointment A person who receives an initial appointment to a position in the bargaining unit for or during a fiscal or academic year shall be appointed at a salary at least equal to the applicable minimum salary for that fiscal or academic year as specified in Article 25.5.

  • Resignation, Removal and Appointment of Successors (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable. (b) The Warrant Agent may at any time resign as agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than three months after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the intended date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent. (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • 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.

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