The Foundation. 10.1 The Foundation acts as a Buckaroo-appointed custodian of funds received by Merchants and other parties and manager of the Clients' Account and makes/forwards payments at Buckaroo’s request. The Merchant does not have an agreement with the Foundation. If the Foundation makes a payment to the Merchant, Buckaroo’s obligation to forward payments to the Merchant is reduced by an equal amount.
10.2 The Merchant hereby irrevocably authorises the Foundation to pay Buckaroo the Fees or other debt of the Merchant on his behalf (perhaps by offsetting a debit amount). This sub-clause is a third-party clause which benefits the Foundation.
10.3 The Merchant hereby irrevocably authorises Buckaroo and the Foundation to make refunds or payments ordered by the Merchant via the BPP or which the Merchant or Buckaroo, as the Merchant’s service provider, is obliged to make pursuant to the regulations or instructions of a Payment Method Owner or Acquirer, for example a refund in case of a XXXX (Notification Undue Direct Debit). This sub- clause is a third-party clause which benefits the Foundation.
10.4 The Foundation opens an IBAN account for Merchant, and Merchant can request Buckaroo to make the Clients’ Account Merchant specific with regards to the name.
The Foundation. Although this Client Agreement is primarily entered into by and between You and Vivid NL, You should be aware that Vivid NL uses a separate legal entity for asset segregation purposes. This separate legal entity is a Dutch foundation, Stichting Vivid Money (the Foundation). The Foundation has no shareholders or members, which means that it is protected in the event of Vivid NL’s bankruptcy. Vivid NL only uses the Foundation to hold funds that are being transferred from and to Your Vivid Money account (as defined in paragraph 4.1 below) to and from an Executing Broker. Therefore, the parts of this Client Agreement dealing with depositing and withdrawing funds to and from Your Invest Cash Pocket and placing Orders are also entered into by Vivid NL by and on behalf of the Foundation. See Article 8 below for more information about the Foundation. Please note that Vivid NL has the full authority to represent the Foundation, so You as Our Client will never need to approach (or interact with) the Foundation directly – all communications and engagements between You as Our Client and the Foundation go through Vivid NL.
The Foundation. 8.1 Role of the Foundation
The Foundation with the agreement of ENZO, shall select and outside patent attorney to handle patent prosecution matters relating to the filing, prosecution and maintenance of PATENTS and for the filing, prosecution and maintenance of patents on SUPPLEMENTAL INFORMATION.
The Foundation. As soon as practicable following the Effective Time, the Foundation shall change its name to a name selected by the Buyer. Beginning at the Effective Time and for a period of three (3) years thereafter, the board of directors of the Foundation shall consist of James C. McGill, A. Christine Baker, and Fairfax C. Reynolds, with Jaxxx X. XxXxxx xervinx xx Xxxxxxxx xf the Board. Dxxxxx xxxx three (0) xxxx xxxxxx, fifty percent (50%) of the proceeds disbursed by the Foundation shall be disbursed within the sole discretion of the Foundation's board of directors and the remaining fifty percent (50%) of the proceeds disbursed shall be disbursed in specific accordance with the instructions of the Buyer's board of directors, provided that during such three (3) year period (i) proceeds disbursed in any one (1) year shall not exceed more than five percent (5%) in the aggregate of the Foundation's total assets and (ii) all proceeds disbursed by the Foundation shall be disbursed for the benefit of Alamance County, North Carolina. Following the expiration of such three (3) year period, James C. McGill, A. Christine Baker and Fairfax C. Reynolds shall resxxx xxxx xxx Xxundatxxx'x xxxxx xx directors and xxxxx (0) replacement directors shall be selected by Buyer's board of directors. At the Effective Time, the Buyer and the Foundation shall enter into an agreement (the "Foundation Agreement") in form and substance satisfactory to the Company and the Buyer consistent with the provisions of this Section 6.2(e).
The Foundation. (a) MEEMIC Insurance is the sole member of The MEEMIC Foundation for the Future of Education, a Michigan not-for-profit corporation that is duly organized, validly existing and in good standing under the laws of Michigan (the "Foundation"). Prior to the date hereof, Holdings has made available to the Buyer true and complete copies of the articles of incorporation and bylaws of the Foundation, as currently in effect. Since its inception, the only activities the Foundation has conducted has been to provide financial assistance to students, educators and schools in the form of mini-grants and scholarships and to manage a portfolio of investments made by the Foundation upon the receipt of cash contributions from MEEMIC Insurance, and the Foundation has all requisite corporate power and authority to own such investment assets as are now owned and to conduct such activities as now conducted.
(b) There has been made available to the Buyer a true, correct and complete copy of the balance sheet of the Foundation as of June 30, 2005 (the "Foundation Balance Sheet"). The Foundation Balance Sheet presents fairly the financial condition, assets and liabilities of the Foundation as of its date and has been prepared in accordance with GAAP in accordance with the books and records of the Foundation, which books and records are correct and complete in all material respects. The Foundation does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, and whether or not required to be disclosed on a balance sheet prepared in accordance with GAAP, not fully or properly reflected or reserved against in the Foundation Balance Sheet.
(c) The Foundation has never had any employees, has never paid any compensation of any kind to any directors or officers and has never maintained any employee benefit plans. The Foundations sole assets consist of cash and investments in marketable securities and the Foundation does not own or lease any other real or personal property (tangible or intangible). Holdings has provided to the Buyer a full and complete list of all the bank accounts and investment accounts of the Foundation, together with the names of persons authorized to draw thereon or direct investments with respect thereto. The Foundation is not a party to any contracts or agreements, whether written or oral, other than an oral agreement between the Foundation and MEEMIC Insurance pursuant to which MEEMIC ...
The Foundation. “The Foundation” means the Palos Verdes Beach and Athletic Foundation, a not-for-profit mutual benefit corporation organized under the laws of the State of California.
The Foundation. The Foundation shall be established with the membership powers and functions hereinafter set out.
The Foundation. The Foundation is a Minnesota non-profit corporation qualified under Section 501(c)(3) of the Code.
The Foundation will have responsibility for all work, including the coordination and direction of the planning, design and construction of the COMPLEX. The FOUNDATION will work closely with the Montana State Division of Architecture and Engineering ("A&E") regarding the planning, design, and construction of the COMPLEX.
