Delaware Statutory Trust Sample Clauses

Delaware Statutory Trust. If the Pricing Supplement indicates that the Trust is a Delaware Statutory Trust, the following shall constitute the Trust Agreement.

Delaware Statutory Trust. Each of the Funds listed on Exhibit A attached hereto is a Delaware statutory trust established under an Agreement and Declaration of Trust. The obligations of such Funds are not personally binding upon, nor shall recourse be had against the private property of, any of the Trustees, shareholders, officers, employees or agents of the Funds, but only the property of such Funds shall be bound.

Delaware Statutory Trust. A Delaware statutory trust, known as the Mellon GSL Reinvestment Trust (the “Trust”), has been established for the purpose of investment and reinvestment of Cash Collateral on behalf of clients in the securities lending programs of the Lending Agent and its affiliates, particularly clients who are not eligible to participate in collective trusts or common trust funds maintained by the Lending Agent or its affiliates. A complete copy of the Declaration of Trust establishing the Trust is available upon request.

Delaware Statutory Trust. This Agreement shall for all purposes be and is construed to be a separate agreement between the Administrator and each Portfolio, as if the Administrator and such Portfolio had entered into a separate agreement, and under no circumstances will any Portfolio have any liability arising from or relating to the Administrator’s provision of services to any other Portfolio (whether or not a series of the same Fund), or the arrangements contemplated by this Agreement between the Administrator and any other Portfolio. Any reference in this Agreement to “the parties” shall mean the Administrator and such individual Portfolio as to which the matter pertains. A copy of the Certificate of Trust of the Fund is on file with the Secretary of State of Delaware, and this Agreement has been executed on behalf of such Fund by an officer of the Fund in his or her capacity as an officer and this Agreement has not been executed by such officer in his or her individual capacity. The obligations under this Agreement of the Fund or any Portfolio thereof shall not be binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of the Fund or Portfolio individually, but shall bind only the Fund or Portfolio and the trust property of the Fund or Portfolio, as applicable.

Delaware Statutory Trust. A copy of the Certificate of Trust of the Fund is on file with the Secretary of State of Delaware, and this Agreement has been executed on behalf of such Fund by an officer of the Fund in his or her capacity as an officer and this Agreement has not been executed by such officer in his or her individual capacity. The obligations under this Agreement of the Fund or any Portfolio thereof shall not be binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of the Fund or Portfolio individually, but shall bind only the Fund or Portfolio and the trust property of the Fund or Portfolio, as applicable.

Delaware Statutory Trust. The parties agree that no Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Delaware Statutory Trust. Notwithstanding the foregoing provisions of this Article 6, at any time after the earlier of (i) one (1) year from the date hereof and (ii) thirty (30) days following a Securitization, Borrower shall be permitted in accordance with Lender’s then current guidelines (including, without limitation, requirements relating to the maximum number of owners of beneficial interests, minimum ownership investment amount for each beneficial owner and/or minimum or maximum beneficial ownership percentages in the Property) to sell up to forty-nine percent (49%) of its interest in the Property as beneficial ownership interests in the Delaware Statutory Trust (a “DST”) to be established in connection with the terms hereof (“DST Transfers”) to certain Persons in accordance with the terms hereof (a “DST Beneficial Transferee”), provided that each such sale shall have no Material Adverse Effect and shall not otherwise have an adverse effect on Lender or its rights under the Loan Documents or on Borrower’s obligations under the Loan Documents and each of the following terms and conditions are satisfied: (a) no Default or Event of Default has occurred; (b) on the date of the first DST Transfer, Borrower shall convert its organizational status to a Delaware Statutory Trust in accordance with the terms hereof, and the DST Beneficial Transferees shall acquire a beneficial interest in such Delaware Statutory Trust. In connection with said conversion, Borrower shall have provided Lender with all relevant conversion documents and any modifications to Borrower’s organizational documents reasonably required by Lender, all of which shall be acceptable to Lender in its reasonable discretion. The organizational documents of said DST shall require that the DST convert into a Delaware limited liability company complying with the requirements of Article 5 hereof upon the occurrence of certain events reasonably required by Lender using a Prudent Lender Standard; (c) Borrower shall have (i) delivered written notice to Lender of the terms of such prospective DST Transfer not less than sixty (60) days before the date on which such DST Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed DST Beneficial Transferee as Lender shall reasonably require and (ii) paid to Lender a non-refundable processing fee required by Lender (not to exceed $10,000). For the avoidance of doubt, no assumption fee shall be payable in connection with any proposed DST Tr...

Delaware Statutory Trust. A copy of the Certificate of Trust of the Trust is on file with the Secretary of State of Delaware, and notice is hereby given that this Certificate is executed on behalf of the Trust by an officer or trustee of the Trust in his or her capacity as an officer or trustee of the Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust. [signatures on following pages] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Trust, the Administrator and the Investment Adviser in accordance with its terms. Very truly yours, XXXXXX GLOBAL OPPORTUNITIES FUND By: Name: Title: ALPS MUTUAL FUNDS SERVICES, INC. By: Name: Title: XXXXXX CAPITAL PARTNERS L.P. By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [OTHER CO-MANAGERS] By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 23 SCHEDULE A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] [Other Co-Managers] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total [ ] 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $20.00. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Trust and payable on the Initial Securities but not payable on the Option Securities. Sch B-1 SCHEDULE C Sch C-1 SCHEDULE D (A) With respect to the Trust: (i) The Trust has been duly organized and is validly existing as a statutory trust in good standing under the laws of Delaware. (ii) The Trust has statutory trust power and authority to own, lease and operate its properties and to conduct its business as described in the Pr...

Delaware Statutory Trust. Notice is hereby given that the Distributor will have no right to seek to proceed against or enforce this Agreement against the individual shareholders of the Trust or any Series or against the Trustees or officers of the Trust. Rather, the Distributor can seek to enforce this Agreement only against the applicable Series itself.

Delaware Statutory Trust. References in this Agreement to Xxxxxxxx Funds Trust mean and refer to the Trustees, from time to time serving under its Declarations of Trust on file with the Secretary of Delaware, as the same may be amended from time to time, pursuant to which they conduct their businesses. It is expressly agreed that the obligations of Xxxxxxxx Funds Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust as provided in said Declaration of Trust. The execution and delivery of this Agreement has been authorized by the respective trustees and signed by an authorized officer of Xxxxxxxx Funds Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in such Declaration of Trust. No series of Xxxxxxxx Funds Trust shall be liable for the obligations of any other series. * * * [Signatures follow on the next page.]