The Sponsor. The Sponsor has been duly organized and validly exists as a limited liability company in good standing under the laws of the State of Delaware with full power and authority to conduct the business in which it is engaged as described in the Prospectus. The Sponsor is duly qualified to do business as a foreign limited liability company and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary except where the failure to be so qualified or in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
The Sponsor. As to the Sponsor, the following sections shall survive discharge: Section
The Sponsor. 27 Section 5.1 Duties of the Sponsor.................................... 27 Section 5.2 Obligations of the Sponsor............................... 27 Section 5.3 Prevention or Delay in Performance by the Sponsor.....
The Sponsor. The Sponsor has been duly organized and validly exists as a limited liability company in good standing under the laws of the State of Florida with full power and authority to conduct the business in which it is engaged as described in the Prospectus. The Sponsor is duly qualified to do business as a foreign limited liability company and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary except where the failure to be so qualified or in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
The Sponsor. 24 Section 5.1. Role of the Sponsor.....................................................................24 Section 5.2. Obligations of the Sponsor..............................................................25 Section 5.3. Prevention or Delay in Performance by the Sponsor.......................................26 Section 5.4. Certain Matters Regarding Successor Sponsor.............................................26 Section 5.5. Resignation of Sponsor; Successors......................................................27 Section 5.6. Compensation of the Sponsor.............................................................28 Section 5.7. Federal Securities Law Filings..........................................................28
The Sponsor. As to the Sponsor, the following sections shall survive discharge: Section 1.6 (obligation to apply funds to the Project), Section 1.7 (obligation to provide copies and retain records), Section 1.8 (obligation to continue to manage the Project).
The Sponsor. It is expressly understood and agreed by the Placement Agent that:
(a) this Agreement is executed and delivered on behalf of the Trust by the Sponsor of the Trust, not individually or personally, but solely as Sponsor of the Trust in the exercise of the powers and authority conferred and vested in it;
(b) the representations, covenants, undertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by the Sponsor but are made and intended for the purpose of binding only the Trust;
(c) nothing herein contained shall be construed as creating any liability on the Sponsor, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto; and
(d) under no circumstances shall the Sponsor be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related document.
The Sponsor. The Sponsor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as described in the Prospectus. The Sponsor is or will be duly qualified to do business and is in good standing as a foreign limited liability company in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary except where the failure to be so qualified or in good standing could not have, individually or in the aggregate, a Material Adverse Effect.
The Sponsor. 4.1.1 The ICB Capital Management Ltd. (ICB CML) shall be the Sponsor of the Fund.
4.1.2 The Sponsor shall cause to constitute the Unit Fund by virtue of this Trust Deed.
4.1.3 The Sponsor shall appoint the Trustee of the Unit Fund by virtue of this Trust Deed, who shall hold the property of the Fund in trust for the benefit of the Fund and the unit holders in accordance with the Rules.
4.1.4 The Sponsor shall appoint the Custodian, who shall provide custodial service to the Fund in accordance with the Rules.
4.1.5 The Sponsor shall appoint the Asset Management Company, who shall manage the Unit Fund for the benefit of the Fund and the unit holders in accordance with the Rules.
4.1.6 The Sponsor shall contribute an amount of Tk. 1,00,00,000.00 (say taka one crore or taka ten million) only on the effective date on demand from the Asset Management Company to form the Fund.
4.1.7 The Sponsor shall, if required by the Commission, furnish such information or clarification as may be considered necessary for grant of registration of the Fund.
4.1.8 The Sponsor shall not participate in any decision making process for any investments by the Fund.
4.1.9 The Sponsor may cause to effect change of the Trustee and the Asset Management Company as per procedure laid down in the Rules and subject to prior approval of the Commission, on substantiated reasonable grounds of breach of trust as enumerated in this deed by the incumbent Trustee or the Asset Management Company.
4.1.10 Notwithstanding anything contained in this Deed of Trust, the Sponsor shall preserve the inherent right to legal recourse against the Trustee or the Asset Management Company in the event of substantiated reasonable grounds of breach of trust as enumerated in this deed by the incumbent Trustee or the Asset Management Company.
The Sponsor a grants to the Organiser a non-exclusive royalty free licence to use any of the Sponsor’s Intellectual Property provided to the Organiser to promote and market the Event; b warrants that it owns, is licensed to use and/or is solely entitled to use the Sponsor’s Intellectual Property in Australia; c indemnifies the Organiser against any claims, demand, suits, loss or damages (including legal costs on a full indemnity basis) to the extent that such actions arise out of a claim that a use by the Organiser of the Sponsor’s Intellectual Property under this clause infringes any intellectual property rights of a third party; d warrants that any Sponsor content published, displayed, broadcast, advertised, exhibited or otherwise promoted by the Sponsor: e shall comply with any specifications stated by the Organiser; f is truthful and accurate in all respects with all Applicable Laws (including the provisions of the ACL and any relevant State or Territory law); g complies at all times with this Agreement.
