Purpose and Establishment Sample Clauses

Purpose and Establishment. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders that the Company maintain the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company (as defined below). To alleviate the inevitable distraction associated with a pending or threatened Change of Control of the Company and to encourage Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control of the Company, the Board believes that it is imperative that it take steps, consistent with those taken by other similarly situated organizations, to provide Executive with compensation and benefits arrangements upon a Change of Control of the Company which ensure that the compensation and benefits expectations of Executive will be satisfied. In order to accomplish the foregoing objectives, the Board has caused the Company to enter into this Agreement. Upon the execution of this Agreement by Executive and approval by the Board, this Agreement shall become effective as of January 1, 1996 (the "Effective Date"), and shall remain in effect as provided in Section 1.2 herein. 1.2.
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Purpose and Establishment a) Purpose: This Agreement establishes the terms and conditions, governing structure, and processes by which the Parties will institute the implementation of the Plan. The Plan provides a framework for consistency and cooperation for entities that operate within the Rum River Watershed to allow for the implementation of projects within the watershed that provide the highest return on investment for addressing water quality/quantity issues within the watershed, and to allow the funding from the Minnesota Board of Water and Soil Resources (“BWSR”) to be passed through to the Parties for administration consistent with State statutes and guidelines and the Plan. Consistent with its terms and conditions, this Agreement authorizes the Parties to cooperatively exercise their common and similar power of local water planning and management notwithstanding the territorial limits within which they may otherwise exercise separately and to take action that will promote the goals listed in Minnesota Statutes, section 103B.801 and fulfill responsibilities under Minnesota Statutes, chapter 103B.
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Purpose and Establishment. 2 1.2. Term of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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Purpose and Establishment a) Purpose: This Agreement establishes the terms and conditions, governing structure, and processes by which the Parties will institute the implementation of the Plan. The Plan provides a framework for consistency and cooperation for entities that operate within the Rum River Watershed to allow for the implementation of projects within the watershed that provide the highest return on investment for addressing water quality/quantity issues within the watershed, and to allow the funding from the Minnesota Board of Water and Soil Resources
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Purpose and Establishment 
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Related to Purpose and Establishment

  • 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 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.

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