Trust undertakings Sample Clauses

Trust undertakings. If any Australian Loan Party enters into any Loan Document as a trustee of any trust, such Australian Loan Party shall: (a) (subject in each case to its fiduciary duties) not voluntarily resign as trustee of the relevant trust unless (i) the replacement trustee is a Loan Party or (ii) the consent of the Administrative Agent is obtained, and shall notify the Administrative Agent if it is removed; (b) ensure that the property the subject of the trust is not mixed with any other property; (c) comply with all of its material obligations as trustee of the relevant trust; and (d) not do anything (or permit anything to be done) which restricts or limits or may restrict or limit (i) its right of indemnity or lien over the trust assets or its ability to observe its obligations under the Loan Documents to which it is a party or (ii) any Lender’s or the Administrative Agentsrights of subrogation to its right of indemnity or lien over the trust assets.
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Trust undertakings. The Grantor, as trustee of its Trust, must, unless BOQ Specialist otherwise consents: (a) (resignation) not resign or be removed as trustee of the Trust or appoint or allow a new or additional trustee of the Trust to be appointed; (b) (records) maintain complete and correct records in relation to the Trust; (c) (vesting and distribution) not vest, distribute or advance any property of the Trust or distribute any income of the Trust; (d) (re-settle, set aside or transfer) not re-settle, set aside or transfer any property of the Trust; (e) (amendment) not amend or revoke any of the terms of the Trust other than as expressly permitted under the Transaction Documents; (f) (acquisitions) not acquire property intended to be subject to the terms of the Trust other than in its name; (g) (use or possession of property) not permit a beneficiary of the Trust to use or possess the property of the Trust; (h) (breaches of Trust) not do anything, or permit or omit anything, which breaches the Trust or which would permit it to be removed as trustee of the Trust; (i) (Transaction Documents) not do anything or permit anything to be done in relation to the Trust which could restrict or impair its ability to observe its obligations under this document or the Transaction Documents to which it is expressed to be a party; (j) (issue or deal with units) if a unit trust, not issue or allot any further units in the Trust, unless those units are the subject of a Security Interest in favour of BOQ Specialist or permit any transfer of, or dealing with the units of the Trust or otherwise transfer, sell, redeem, re-classify, cancel or change the legal or beneficial ownership of any such units nor pledge, charge or in any way encumber any such units; (k) (vesting date) not exercise a power, or allow a power to be exercised, to change the vesting date of the Trust or provide for the Trust to be terminated early (and must notify BOQ Specialist of any event which might cause the capital of the Trust to vest or to be distributed to a beneficiary, as soon as it becomes aware of the event); (l) (right of subrogation and indemnity) ensure that: (i) it has the right to be indemnified out of the Trust Assets for all liabilities incurred by it under this document and each Transaction Document to which it is expressed to be a party; (ii) there is no restriction or limitation on or derogation from its right of subrogation or indemnity (whether or not arising under the terms of the Trust); and (iii) ...
Trust undertakings. The Trust will: a. Remain a single legal entity having transparent governance and accounting arrangements and with clear policies on Equalities and community safeguarding. b. Design, manage and undertake improvements to Kemsley Hall utilising the section 106 funding and working with the Council to identify building maintenance scheduled works. c. To manage the booking and provide customer service for hirer’s of Kemsley Hall. d. Market and promote the Centre by implementing the Trust’s marketing plan and provide liaison and coordination between the Council’s Caretaking Supervisor and Customers. e. Review fees and charges with users and put in place an equitable and open fees and charges policy and, f. Aim to achieve a target of £10,000 in fees and charges income this financial year for the Council. g. Apply the Council’s health and safety policy and act as agents of the Council when employing contractors or instructing any staff to undertake work in the Centre. h. Produce a three year Business Plan
Trust undertakings. If an Obligor enters into this document as trustee of a Trust the Obligor must ensure that, except with the Lender’s prior written consent: (a) no variation: the Trust Deed is not varied or revoked; (b) no resettlement: there is no resettlement, setting aside or transfer to any other trust, settlement or person or blending or mixing of the Trust’s property (other than as expressly permitted by the AFFA or the Transaction Legislation); (c) no new trustee: no other person is appointed trustee of the Trust; (d) vesting date: the latest date on which the Trust’s property must be distributed is not altered and the vesting date is not determined; (e) restriction and limitations: there is no restriction or limitation on or derogation from its right of subrogation or indemnity (whether or not arising under the Trust Deed); (f) priority of lien: its lien over the Trust’s property has priority over the rights of the beneficiaries or the unitholders of the Trust (if any); (g) compliance: it complies with its trustee obligations under the Trust Deed and at law; (h) no retirement: it does not do anything which would cause or enable its removal, nor retire, as trustee of the Trust; (i) no distribution of capital: it does not make any distribution (except as expressly permitted by the AFFA or the Transaction Legislation) or vesting of the Trust’s capital;
Trust undertakings. If the Organisation carries out any or all of the Project in its capacity as a trustee, the Organisation does so as Trustee of the Trust and, unless the Commonwealth otherwise consents, must throughout the Term of this Agreement until the expiry of the Designated Use Period: (a) Resignation - not resign or be removed as Trustee of the Trust or appoint or allow a new or additional trustee of the Trust to be appointed; (b) Records - maintain complete and correct records in relation to the Trust;
Trust undertakings. Each Transaction Party, as trustee of its Trust, must, unless BOQ Specialist otherwise consents: (a) (resignation) not resign or be removed as trustee of the Trust or appoint or allow a new or additional trustee of the Trust to be appointed; (b) (records) maintain complete and correct records in relation to the Trust; (c) (vesting and distribution) not vest, distribute or advance any property of the Trust or distribute any income of the Trust; (d) (re-settle, set aside or transfer) not re-settle, set aside or transfer any property of the Trust; (e) (amendment) not amend or revoke any of the terms of the Trust other than as expressly permitted under the Transaction Documents; (f) (acquisitions) not acquire property intended to be subject to the terms of the Trust other than in its name; (g) (use or possession of property) not permit a beneficiary of the Trust to use or possess the property of the Trust; (h) (breaches of Trust) not do anything, or permit or omit anything, which breaches the Trust or which would permit it to be removed as trustee of the Trust; (i) (Transaction Documents) not do anything or permit anything to be done in relation to the Trust which could restrict or impair its ability to observe its obligations under the Transaction Documents to which it is expressed to be a party; (j) (issue or deal with units) if a unit trust, not issue or allot any further units in the Trust, unless those units are the subject of a Security or permit any transfer of, or dealing with the units of the Trust or otherwise transfer, sell, redeem, re-classify, cancel or change the legal or beneficial ownership of any such units nor pledge, charge or in any way encumber any such units; (k) (vesting date) not exercise a power, or allow a power to be exercised, to change the vesting date of the Trust or provide for the Trust to be terminated early (and must notify BOQ Specialist of any event which might cause the capital of the Trust to vest or to be distributed to a beneficiary, as soon as it becomes aware of the event); (l) (right of subrogation and indemnity) ensure that: (i) it has the right to be indemnified out of the assets of the Trust for all liabilities incurred by it under each Transaction Document to which it is expressed to be a party; (ii) there is no restriction or limitation on or derogation from its right of subrogation or indemnity (whether or not arising under the terms of the Trust); and (iii) its lien over any property of the Trust at all times h...

Related to Trust undertakings

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • Negative undertakings The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks): 8.3.1 Negative pledge permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Relevant Party or any other person;

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • COMPLIANCE UNDERTAKINGS 6.1. The Fund undertakes to comply with Subchapter M and Section 817(h) of the Code, and all regulations issued thereunder. 6.2. The Company shall amend the Contracts Registration Statements under the 1933 Act and the Account's Registration Statement under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws of the various states. 6.3. The Fund shall amend the Fund Registration Statement under the 1933 Act and the 1940 Act from time to time as required in order to effect for so long as Fund shares are sold the continuous offering of Fund shares as described in the then currently effective Fund Prospectus. The Fund shall register and qualify Fund shares for sale to the extent required by applicable securities laws of the various states. 6.4. The Company shall be responsible for assuring that any prospectus offering a Contract that is a life insurance contract where it is reasonably possible that such Contract would be deemed a "modified endowment contract," as that term is defined in Section 7702A of the Code, will describe the circumstances under which a Contract could be treated as a modified endowment contract (or policy). 6.5. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of Directors, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (a) When appropriate in order to inform the Fund of any applicable state-mandated investment restrictions with which the Fund must comply, the Company shall arrange with the Fund to amend Schedule 3, pursuant to the requirements of Article XI. (b) Should the Fund become aware of any restrictions which may be appropriate for inclusion in Schedule 3, the Company shall be informed immediately of the substance of those restrictions.

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