Trust Capacity Sample Clauses

Trust Capacity. The parties hereto agree that all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Agreement and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Agreement or such other agreements to the contrary notwithstanding (except for any express provisions that the Owner Trustee is responsible for in its individual capacity), no recourse shall be had with respect to this Agreement or such other agreements against the Owner Trustee in its individual capacity or against any institution or Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them; provided, however, that this Section 14(g) shall not be construed to prohibit any action or proceeding against any party hereto for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 14(g) shall be construed to limit the exercise and enforcement in accordance with the terms of this Agreement or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 14(g) shall survive the termination of this Agreement and the other Operative Documents.
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Trust Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by the Trust are made solely with respect to the Trust and the Covered Shares. The Trust is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and nothing herein shall limit or affect any actions taken by any officer or director of the Company (or a Subsidiary of the Company) solely in his or her capacity as a director or officer of the Company (or a Subsidiary of the Company), including, without limitation, to the extent applicable, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.2(b) of the Merger Agreement. Nothing contained herein, and no action taken by the Trust or Xx. Xxxxx pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.
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Trust Capacity. In executing and delivering this -------------- Agreement and any other Program Document, Wilmington Trust Company acts solely as Owner Trustee of PLT Finance Trust 1997-1 and not in any individual capacity, and all persons having any claim against Wilmington Trust Company by reason of the transactions contemplated hereby shall not have any recourse to Wilmington Trust Company in its individual capacity.
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Trust Capacity. 68 (h) Section 1110................................69 SECTION 15. EXPENSES.........................................69 (a) Invoices And Payment........................69 (b) Payment of Other Expenses...................69 SECTION 16. REFINANCINGS....................................70 (a) Refinancing Generally......................70 (b) Limitation on Redemption....................73 ANNEXES ANNEX A - Definitions SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements SCHEDULE IV - [Deferred Equity Payments]1 EXHIBITS Exhibit A - Form of Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), special counsel for Lessee Exhibit B - Form of Opinion of Lessee's Legal Department Exhibit C - Form of Opinion of Xxxxxxxx Chance Regarding Manufacturer Documents Exhibit D - Form of Opinion of Ray, Xxxxxxx & Xxxxxxx, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of [-], special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of Xxxxx & Xxxxxxx, P.C., special FAA Counsel Exhibit G - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Subordination Agent -------- 1 For Deferred Equity Transactions Only. PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N___U_) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N___U_) dated as of [-] (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee", (ii) [-], a [-] (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise provided herein, but solely as pass through trustee under each of two separate Pass Through Trust Agreements (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee ...
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Trust Capacity. The Owner Trustee is executing this Agreement on behalf of the Trust solely as trustee under the Trust Agreement, except as expressly provided herein, and the Indenture Trustee is entering into this Agreement solely as trustee as provided in the Indenture and, except as expressly provided herein, not in its individual capacity, and, except as expressly provided herein, in no case whatsoever shall either of them be liable in its individual capacity for any of the statements, representations, warranties, agreements or obligations of the Trust or the Indenture Trustee, as the case may be, hereunder or for any loss in respect thereof, as to all of which the parties agree to look solely to the Trust Estate and the Indenture Estate respectively; provided, however, that the Owner Trustee and the Indenture Trustee in their respective individual capacities shall be liable hereunder for gross negligence or willful misconduct. The Trust Company in its individual capacity hereby covenants to Southwest that it will promptly remove any Owner's Liens on the Trust Estate arising by, through or under the Trust Company.
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Trust Capacity. 47 SCHEDULES SCHEDULE I COMPANIES, FUNDS, SHARES AND RELATED MATTERS SCHEDULE II ALLOCATION PROCEDURES SCHEDULE III BANKRUPTCY REMOTE COVENANTS SCHEDULE IV CONTINGENT DEFERRED SALES CHARGES SCHEDULE V SCHEDULE OF TRANSFERABLE NASD CAP SCHEDULE X RULES OF CONSTRUCTION; DEFINITIONS EXHIBITS EXHIBIT A FORM OF SELLER'S TRANSFER AGREEMENT EXHIBIT B FORM OF INITIAL PURCHASE AGREEMENT EXHIBIT C FORM OF TRANSFEROR'S TRANSFER AGREEMENT EXHIBIT D FORM OF PROGRAM SERVICER AGENT AGREEMENT EXHIBIT E FORM OF PROGRAM FUNDING AND COLLECTION AGENCY AGREEMENT EXHIBIT F FORM OF DISTRIBUTION PLAN EXHIBIT G FORM OF DISTRIBUTOR'S CONTRACT EXHIBIT H FORM OF PRINCIPAL SHAREHOLDER SERVICER'S AGREEMENT EXHIBIT I FORM OF SHAREHOLDER SERVICER'S AGREEMENT EXHIBIT J FORM OF IRREVOCABLE PAYMENT INSTRUCTION EXHIBIT K FORMS OF OPINIONS EXHIBIT L FORM OF INVESTOR REPORT EXHIBIT M FORM OF ADDITIONAL ELIGIBLE FUND ADDENDUM iii FEDERATED INVESTORS PROGRAM MASTER AGREEMENT THIS FEDERATED INVESTORS PROGRAM MASTER AGREEMENT (this "Agreement"), --------- dated as of October 24, 1997, among FEDERATED INVESTORS, a Delaware business trust (together with its permitted successors and assigns, the "Parent"), FEDERATED FUNDING 1997-1, INC., a Delaware corporation (together with its permitted successors and assigns, in its capacity as seller hereunder and as beneficial owner of the Initial Purchaser, the "Seller"), FEDERATED INVESTORS MANAGEMENT COMPANY, a Pennsylvania corporation (together with its permitted successors and assigns, the "Transferor"), FEDERATED SECURITIES CORP., a Pennsylvania corporation (together with its permitted successors and assigns, the "Distributor"), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of the PLT FINANCE TRUST 1997-1 (together with its permitted successors and assigns, the "Initial Purchaser"), PLT FINANCE, L.P. (together with its permitted successors and assigns, the "Revolving Purchaser" and together with the Initial Purchaser, the "Purchasers"), XXXXXX, XXXXXX & XXXXXXXX INC., a Delaware corporation (together with its permitted successors and assigns, the "Program Administrator") and BANKERS TRUST COMPANY, not in its individual capacity but solely as Funding and Collection Agent except as otherwise expressly provided (together with its permitted successors and assigns in such capacity, the "Funding and Collection Agent").
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Related to Trust Capacity

  • Trustee Capacity It is expressly understood and agreed by the parties hereto that (i) this Assignment Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely on behalf of GSAA Home Equity Trust 2006-3, as the Assignee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements by U.S. Bank National Association is made and intended for the purpose of binding only the GSAA Home Equity Trust 2006-3, (iii) nothing herein contained shall be construed as creating any liability for U.S. Bank National Association, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the GSAA Home Equity Trust 2006-3, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the GSAA Home Equity Trust 2006-3 under this Assignment Agreement, the Trust Agreement or any related document.

  • Legal Capacity All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

  • Contract Capacity The electric power producing capability of the Generating Facility which is committed to Edison.

  • Individual Capacity The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Affiliates as though the Administrative Agent were not an Agent. With respect to the Loans made by it and all obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Required Lenders”, “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

  • Corporate Capacity The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

  • INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party.

  • Maximum Capacity The Sick Leave Bank shall accumulate unused Bank days from year to year to a maximum capacity which shall not exceed double the number of eligible employees as defined in the above Section C, Eligibility for Membership.

  • Title; Capacity 2.1 During the Employment Period, the Executive shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

  • Power and Capacity The Shareholder has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the Shareholder’s valid, legal and binding obligation and is enforceable against the Shareholder in accordance with its terms, subject, however, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights;

  • Shareholder Capacity By executing and delivering this -------------------- Agreement, Shareholder makes no agreement or understanding herein in his capacity as a director or officer of the Company or any subsidiary of the Company. Shareholder signs solely in his capacity as the beneficial owner of Shareholder's Shares and nothing herein shall limit or affect any actions taken by Shareholder in his capacity as an officer or director of the Company or any subsidiary of the Company.

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