Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.
Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.
Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.
Use of State Property A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement.
Declaration of Trust The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.
Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.
Membership Agreement You acknowledge that:
Limited License In accordance with SNA’s non-exclusive grant to the Affiliate to be an affiliate of SNA in the State, the Affiliate is hereby granted a limited, revocable, non-exclusive license to use for appropriate purposes and in a professional manner as authorized by this Agreement: (i) the names “School Nutrition Association,” “SNA” and other trademarks, service marks, trade names, and logos possessed or developed by SNA (hereinafter collectively referred to as the ''Marks"), (ii) SNA’s postal mail, telephone, telecopier/facsimile, and electronic mail lists with respect to past, current or prospective members of SNA located within the State (hereinafter collectively referred to as the "Mailing Lists''), and (iii) all copyrighted or proprietary information and materials provided by SNA to the Affiliate during the Term of this Agreement (hereinafter referred to as the "Proprietary lnformation"). The Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the "Intellectual Property". The limited authority granted by this Agreement to use the Intellectual Property will extend solely to the activities authorized under this Agreement as outlined in section IV, and will be subject to the all terms and conditions of this Agreement and any written guidelines provided to the Affiliate by SNA. SNA’s Marks may not be revised or altered in any way and must be displayed in the same form as provided by SNA. SNA’s Marks may not be used in conjunction with or combined with any other trademark, name or service xxxx without the express prior written approval of SNA. SNA’s Intellectual Property will not be used in any manner that, in the sole discretion of SNA, adversely affects SNA’s or its members’ reputations and goodwill, is false or misleading, violates the rights of others, violates this Agreement or violates any law, regulation or public policy. Affiliate will not sell, transfer, permit others to use or otherwise disseminate the Mailing Lists, except as specifically authorized by SNA. Use of SNA’s Intellectual Property will confer no rights upon the Affiliate other than the limited and revocable license granted by this Agreement. Affiliate will promptly provide copies of any and all uses of the Intellectual Property upon request by SNA. This paragraph will survive the termination of this Agreement.
Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.
CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.
