The Trusts. The obligations of the Trust (or particular series or class thereof) entered into in the name or on behalf thereof by any Trustee, representative or agent of the Trust (or particular series or class thereof) are made not individually, but in such capacities, and are not binding upon any Trustee, shareholder, representative or agent of the Trust (or particular series or class thereof) personally, but bind only the assets of the Trust (or particular series or class thereof), and all persons dealing with any series and/or class of shares of the Trust must look solely to the assets of the Trust belonging to such series and/or class for the enforcement of any claims against the Trust (or particular series or class thereof). The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (or particular series or class thereof) as provided in the Trust’s organizational documents.
The Trusts. Each Trust represents and warrants to the Portfolio:
The Trusts. The Trusts assume and shall pay or cause to be paid all other expenses of the Trusts not otherwise allocated herein, including, without limitation, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing shareholders, all expenses incurred in connection with issuing and redeeming shares, the costs of pricing services, the costs of custodial services, the cost of initial and ongoing registration of the shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of the Administrator or the investment adviser to the Trust or any affiliated corporation of the Administrator or the investment adviser, the costs of Trustees’ meetings, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trusts.
The Trusts. Each Trust represents and warrants as follows:
The Trusts. The Sellers warrant and represent as follows, which representations shall survive the Closing for five (5) years:
A. Each Seller is a validly formed and existing inter vivos trust under the laws of the Commonwealth of Puerto Rico.
B. Xxxxxx X. Xxxxxxxx is the duly appointed, qualified and serving trustee of the Xxxxxxxx Xxxx Trust, and Alba E. del Xxxxx is the duly appointed, qualified and serving trustee of the Xxxxxxxx del Xxxxx Trust.
C. Each trustee has full authority to act in his/her individual capacity as trustee and to bind his/her respective trust to this Agreement.
D. Each trustee has full power and authority under their respective trust instruments to sell the Corporation's Stock and to execute and deliver on behalf of the trust and the beneficiaries thereof all documents and instruments necessary in connection therewith.
The Trusts. As of the Closing Date: (1) Each of the Trusts will be duly created as a statutory trust and will be validly existing in good standing under the laws of the State of Delaware; each Trust will be classified as a grantor trust and will not be classified as an association taxable as a corporation for United States federal income tax purposes; each Trust will have the power and authority necessary to own or hold its properties and to conduct the businesses in which such Trust is engaged.
The Trusts. Each Trust covenants that:
The Trusts. (a) Each of the Trusts and its trustees shall take all necessary action so that the provisions of the relevant trust documents are not inconsistent or in conflict with the provisions of Articles 3 and 4 in the event of any inconsistency or conflict between such trust documents and this Agreement, the provisions of this Agreement shall control.
(b) Each of the Trusts and its trustees agree that, so long as any Trust shall own any Shares or shares (or interest therein) of Manufacturers' Services Limited L.L.C. USA Group ("LLC SHARES"), none of the Trusts or their trustees shall transfer any interest in such Trust to any Person other than a Person that is a beneficiary, or a Person of a class entitled to become a beneficiary, of such Trust on January 20, 1995.
(c) Each of the Trusts and its trustees agree that, so long as any Trust shall own any LLC Shares (or interest therein), none of the Trusts or their trustees shall transfer any LLC Shares (or interest therein) to any Person. Each of the Trusts and its trustees agree that the Company or its designee shall have the option, exercisable at any time, to purchase all of the LLC Shares (or interests therein) owned by the Trusts for an aggregate amount equal to $1.00, to be divided among the Trusts based on their respective proportionate interests in all such LLC Shares.
(d) Each of the Trusts and its trustees agree that, so long as such Trust shall beneficially own any Shares, such Trust shall not (i) conduct any business other than the holding of cash, Shares and LLC Shares (or interest in such LLC Shares) and (ii) incur any liabilities, whether accrued, contingent, absolute, determined, determinable or otherwise.
The Trusts. ALAYNA XX XXXXXXX MAX 2019 GIFT TRUST By: /s/ Alayna Xx Xxxxxxx Max Trustee: Alayna Xx Xxxxxxx Max XXXXXX XXXXXXX, III 2019 GIFT TRUST By: /s/ Xxxxxx Xxxxxxx, Xx. Trustee: Xxxxxx Xxxxxxx, Xx. XXXXX XXXXX XXXXXXX XXXXXXX 2019 GIFT TRUST By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Trustee: Xxxxx Xxxxx Xxxxxxx Xxxxxxx XXXX XXXXXXXX 2019 GIFT TRUST By: /s/ Xxxxxx Xxxxxxx, Xx. Trustee: Xxxxxx Xxxxxxx, Xx. XXXXXX XXXXXX 2019 GIFT TRUST By: /s/ Xxxxxx Xxxxxx Trustee: Xxxxxx Xxxxxx XXXXXXX XXXX XXXXXXX 2019 GIFT TRUST By: /s/ Xxxxxxx Xxxx Xxxxxxx Trustee: Xxxxxxx Xxxx Xxxxxxx XXXXXXX XXXX XXXXXXX FLOOD 2019 GIFT TRUST By: /s/ Xxxxxxx Xxxx Xxxxxxx Flood Trustee: Xxxxxxx Xxxx Xxxxxxx Flood SUPPLEMENTAL NEEDS TRUST FBO XXXXX XXXX XXXXXXX By: /s/ Xxxxx X. Xxxxxxx Trustee: Xxxxx X. Xxxxxxx with copies to: Xxxxx Xxxxx L.L.P. 0000 Xxxx Xxxxxx Suite 900 Dallas, Texas 75201 Attn: Xxxx Xxxxx and General Counsel Remington Holdings, LP 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000
The Trusts. 22 3.1 Beneficial Interest in the Trusts............................ 22 3.2 Creation of Trusts........................................... 23 3.3 Name of the Trusts........................................... 23 3.4
