Governing Agreements definition

Governing Agreements means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and limited liability company agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents in each case as amended from time to time.

Governing Agreements means this Agreement, the Joint Venture Agreement, the Option Agreement, the Research and Development Collaboration Agreement and the Services Agreements.

Governing Agreements shall refer to, depending on Borrower’s form of organization, (i) Borrower’s bylaws, operating agreement, partnership agreement, or like document, in each case, together with any and all other voting agreements or other documents evidencing any agreement between the holders of the ownership interests of Borrower and Borrower’s interests therein, and any amendments or modifications to any of the foregoing, and (ii) Borrower’s charter, articles of organization, certificate of limited partnership, statement of partnership authority, or like document evidencing the formation and/or the holders of the ownership interests of Borrower, and any amendments or modifications to any of the foregoing, all in accordance with the terms of this Assignment.

Examples of Governing Agreements in a sentence

• Unless otherwise approved in accordance with the terms of this Credit Agreement (which approval, by such terms, may require more or fewer Lenders than the Required Lenders), each of the Loan Parties shall, and shall cause each Qualified Borrower to, promptly comply with any and all covenants and provisions of this Credit Agreement, the Notes, and all of the other Loan Documents executed by or applicable to it and its Governing Agreements.

• The Loan Parties shall, and shall cause the Qualified Borrowers to, only use the proceeds of any Loans and Capital Call Notices for such purposes as are permitted by each of the Governing Agreements and shall conduct their respective businesses in accordance with the Subscription Agreements and the Governing Agreements.

• Nothing contained in this Section 13.19 or in any of the other provisions of the Loan Documents shall be construed to limit restrict, or impede the obligations, the liabilities, and indebtedness of the Borrower Parties, or of any Investor to make its Capital Contributions to any Borrower, in accordance with the terms of the Governing Agreements, the other Constituent Documents, and its Subscription Agreements.

• For the avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, the Guaranteed Obligations of the Guarantor shall not exceed its obligation and/or liability to make capital contributions to a Borrower or the obligations and/or liabilities of Investors to make capital contributions to the Guarantor, in each case, pursuant to and in accordance with the applicable Governing Agreements, Subscription Agreements and/or Side Letters, if any.

• Prior to the date hereof, each Loan Party has satisfied all conditions to its rights to make a Capital Call to the Investors in each Loan Party including any and all conditions contained in the Subscription Agreements and the Governing Agreements.

More Definitions of Governing Agreements

Governing Agreements includes the "Governing Agreements" as defined in this Agreement and in the Declaration of Trust of the successor or transferee, or merged or transferor, trust, as the case may be.

Governing Agreements. As identified on attached Schedule 1 Name and address for communications: Buyer: Deutsche Bank AG, Cayman Islands Branch 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxx Xxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Seller: CBRE Realty Finance CDO Funding, LLC c/o CBRE Realty Finance Inc. 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention:Xxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH By: Name: Title: By: Name: Title: AGREED AND ACKNOWLEDGED: CBRE REALTY FINANCE HOLDINGS CDO FUNDING, LLC, a Delaware limited liability company By: CBRE Realty Finance Holdings, LLC, a Delaware limited liability company, its sole member By: Name: Title: Schedule 1 to Confirmation Statement Purchased Securities: Aggregate Principal Amount: CUSIP NO.: Securitization Document (including trustee): Purchased Loans: Aggregate Principal Amount: EXHIBIT II AUTHORIZED REPRESENTATIVES OF SELLER Name Specimen Signature EXHIBIT III MONTHLY REPORTING PACKAGE [SAMPLE TO BE ATTACHED] EXHIBIT IV FORM OF CUSTODIAL DELIVERY On this of , 200_, CBRE Realty Finance CDO Funding, LLC, as Seller under that certain Master Repurchase Agreement, dated as of August 30, 2005 (the “Repurchase Agreement”) between Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and CBRE Realty Finance CDO Funding, LLC does hereby deliver to LaSalle Bank National Association (“Custodian”), as custodian under that certain Custodial Agreement, dated as of August 30, 2005 (the “Custodial Agreement”), among Buyer, Custodian and CBRE Realty Finance CDO Funding, LLC, the Purchased Loans to be purchased by Buyer pursuant to the Repurchase Agreement, which Purchased Loans are listed on the Purchased Loan Schedule attached hereto and which Purchased Loans shall be subject to the terms of the Custodial Agreement on the date hereof. With respect to the Purchased Loan Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Loan Files to ascertain delivery of the documents listed in Section 3(g) to the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.

Governing Agreements means the agreement or agreements which govern the issuance and the payment of the Eligible Bonds, Underlying Eligible Bonds or Participation Certificates, as applicable.

Governing Agreements means all trusts, xxxxx, contracts, resolutions, agreements, orders, decrees, and other written documentation pursuant to which the Accounts have been established and/or are governed, including any amendments thereto.

Governing Agreements means the KiwiSaver scheme provider agreement(s) relating to the Scheme;

Governing Agreements means, with respect to each Subsidiary of the Partnership or any joint venture in which the Partnership owns a direct or indirect interest, its operating agreement, partnership agreement, shareholder agreement or similar governing agreement.

Governing Agreements means this Agreement and all Schedules and attachments to any of the foregoing.