Trust Operation Clause Samples
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Trust Operation. By executing this agreement, Party A I and Party A II agree to serve as professional operators of Party B, and be responsible for completing the operational goals of Party B for the next 5 fiscal years, details as follow: The audited net income of Party B for fiscal 2010 should be no less than 5MM RMB; The audited net income of Party B for fiscal 2011 should be no less than 6MM RMB; The audited net income of Party B for fiscal 2012 should be no less than 7.2MM RMB; The audited net income of Party B for fiscal 2013 should be no less than 8.6MM RMB; The audited net income of Party B for fiscal 2014 should be no less than 10.3MM RMB;
X: Force Majeure
1: Force majeure: Force majeure means conditions that are unforeseeable, unavoidable and unvanquishable. The force majeure may arise from natural reasons or human factors. The natural reasons can be earthquake, flooding, drought and sudden outbreak of the epidemics and the human factors can be war, government prohibition, strike and riots and so on.
2: Duty Exemption The party incurred force majeure accidents should present the accident reports and proven papers to another party in written form within 3 days of the occurrence of the accidents. If the contract can’t be fulfilled because of the force majeure, the contract can be terminated. If the contract can't be fulfilled temporarily, then it can be delayed to be fulfilled. Whenever the force majeure happens, if the party concerned exhausts its efforts to remedy but to no avail, it is free from any compensation duty.
Trust Operation. The operations of the Trust will be conducted in accordance with the following standards:
(a) the Trust will act solely in its own name through the Owner Trustee or the Beneficiary;
(b) the Trust will not incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in Section 2.03 of this Agreement;
(c) the Trust’s funds and assets will at all times be maintained separately from those of the Beneficiary and its Affiliates;
(d) the Trust will take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third persons that it is an entity with assets and liabilities distinct from those of the Beneficiary, the Beneficiary’s Affiliates or any other third person, and will use stationery and other business forms of the Owner Trustee or the Trust and not that of the Beneficiary or any Affiliates thereof, and will use its best efforts to avoid the appearance (i) of conducting business on behalf of the Beneficiary or any Affiliates thereof or (ii) that the assets of the Trust are available to pay the creditors of the Beneficiary or any Affiliates thereof;
(e) the Trust will not hold itself out as being liable for the debts of the Beneficiary or any Affiliates thereof;
(f) the Trust will not engage in any transaction with the Beneficiary or any Affiliates thereof, except as required, or specifically permitted, by this Agreement or unless such transaction is otherwise on terms neither more favorable nor less favorable than the terms and conditions available at the time to the Trust for comparable transactions with other Persons; and
(g) to the fullest extent permitted by applicable law, the Trust will not enter into any voluntary bankruptcy or insolvency proceeding without a finding by the Owner Trustee that the Trust’s liabilities exceed its assets or that the Trust is unable to pay its debts in a timely manner as they become due.
Trust Operation. 13 Section 5.05 Execution of Documents....................................................................13 Section 5.06
Trust Operation. From and after the Closing, all undertakings and actions of the Trust will carried out as set forth in this Agreement and the Trust Documents.
Trust Operation. Each Company will hold on trust for, and forthwith pay or transfer to, the Security Trustee any payment or benefit of security received by it contrary to the above. If a Company exercises any right of set-off contrary to the above, it will forthwith pay an amount equal to the amount set-off to the Security Trustee.
Trust Operation. 15 5.6 Rights Attaching to the Securities..............15