Qualification To Serve Sample Clauses

Qualification To Serve. (a) There shall be a single Trustee of the Trust. The Trustee shall be a bank organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers (including, but not limited to, in the State of Texas), having a combined capital and surplus of at least $100,000,000, and subject to supervision and examination by a federal or state authority. Additionally, the Trustee shall also be a major financial institution which, when taken as a whole with its affiliates (together, “Trustee Bank”) has a long-term debt rating of A or better or its equivalent by Xxxxx’x, Standard and Poor's and Fitch at appointment and which Trustee Bank meets the following requirements established in connection with the Plan: such financial institution (i) reports on its TA-2 Report to the Office of the Controller of the Currency or the equivalent regulatory report for state banks that it has approximately a total of $500 billion dollars of corporate debt for which it acts as Trustee, (ii) has a dedicated corporate and institutional trust business line with a staff trained and specializing in corporate trust administration of at least 50 professionals, (iii) the ability to perform all of the required services of both the Trustee and the Paying Agent within the institution with the assistance of its affiliates (and without contracting non-affiliates), (iv) has a national branch system that will allow claimants to cash their checks at any branch across the United States (without the need for a bank account), (v) is part of an international correspondent banking network which offers services in most foreign currencies and in most countries necessary for foreign payments, (vi) has demonstrated experience in handling bankruptcy claims payment or similar payments and processing in substantially similar matters and (vii) has experience in safekeeping, book-entry, investment on a large scale and performs its own settlement and custody functions. The Trustee may not assign its rights or obligations hereunder.
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Qualification To Serve. The Trustee hereby accepts the nomination and appointment to serve as trustee and agrees to act in accordance with the terms of this Trust Agreement. The Trustee is, and shall continue to be, a bank organized and doing business under the laws of the United States of America or under the laws of any state thereof, authorized under such laws to exercise corporate trust powers, with a combined capital and surplus of at least $100,000,000. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 3.1, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 3. There shall at all times only be a single trustee of the Trust. The Trustee shall act in accordance with the terms of this Trust Agreement and upon the direction of the Court. The Trustee may not assign its rights or obligations hereunder without the prior written consent of the Settlor, Class Counsel and the Court, provided, however, that the merger or consolidation, or other assumption of assets and liabilities of, the Trustee with or by another bank otherwise qualifying hereunder with such bank being the legal successor to the Trustee shall not be deemed an assignment and shall not require the consent of the Settlor or the Court.
Sample 1
Qualification To Serve. There shall be one Escrow Agent maintaining the Escrow Fund. The Escrow Agent shall be a major money center bank organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to maintain escrow accounts, having a combined capital and surplus of at least $500,000,000, and subject to supervision and examination by a federal or state authority.
Sample 1

Related to Qualification To Serve

  • Qualification to do Business Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.

  • QUALIFICATION OF BIDDERS BID PACKAGE REQUIREMENTS:

  • Qualifications for Voting To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

  • Qualification to Transact Business The Company will take all steps necessary to ensure that at all times the Company will validly exist as a Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification is required under local law.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Qualification Rights Masterworks will have the right to request that the Company qualify on Form 1-A, or a comparable form, the resale of any Class A shares beneficially owned by Masterworks or any entity administered by Masterworks. There are no limitations or restrictions on the size or frequency of such qualification requests, other than pursuant to applicable law, provided, that all costs associated with any such qualification shall be the responsibility of Masterworks.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror.

  • What Are the Qualifications for Charitable Donations The Pension Protection Act of 2006 allows Xxxx XXX holders who are RMD age or older at the time of a distribution to annually exclude qualified charitable distribution amounts up to $100,000 per year from gross income. The provision was made permanent by the PATH Act of 2015. A qualified charitable distribution must be made payable directly to the qualified charity as described in Section 170(b) of the Internal Revenue Code. Distributions from SEP or SIMPLE IRAs do not qualify for this type of designation.

  • Organization, Qualification and Authority The Company and each ----------------------------------------- of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation and in good standing in each jurisdiction in which the character of its properties or the nature of its business makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. The Company and each of its Subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted. The Company has all requisite corporate power and authority to enter into each of the Related Documents and the Purchase Agreements, to issue and sell the Securities hereunder, and to issue the shares of Common Stock upon conversion of the Convertible Preferred Stock, and has the requisite corporate power and authority to carry out the transactions contemplated hereby and thereby to be performed by it, and the execution, delivery and performance hereof and thereof have been duly authorized by all necessary corporate action. Each Guarantor has all requisite corporate power and authority to enter into each of the Related Documents to which it is a party and has the requisite corporate power and authority to carry out the transactions contemplated hereby and thereby to be performed by it, and the execution, delivery and performance hereof and thereof have been duly authorized by all necessary corporate action. This Agreement constitutes, and each other agreement (including the Related Documents and the Purchase Agreements) or instrument (including the Securities) executed and delivered by the Company, Looney and Xxxxx and each Guarantor pursuant hereto or thereto or in connection herewith or therewith will constitute, legal, valid and binding obligations of the Company, Looney and Xxxxx and each Guarantor enforceable against the Company, Looney and Xxxxx and each Guarantor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws or by the application of principles of equity.