Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Event of Default Under Any Trust Indenture; Amendments to Any Trust Indenture; Waiver In the event that, as to any MBS, there shall be a Default Under the Trust Indenture or an Event of Default Under the Trust Indenture, the Holders of the Certificates of the related Classes may, in the event that the Trustee shall not take any such action on their behalf, give such notice and take such action as certificateholders under such Trust Indenture shall be permitted to take in respect thereof. For purposes of any Trust Indenture pursuant to which any such action shall be taken or notice given, the holders of the fractional undivided interest in the related trust fund represented by the MBS shall be considered to have approved any such action or given any such notice in an amount which is equal to such fractional undivided interest multiplied by a percentage equal to that percentage obtained by dividing the aggregate of the Certificate Balances of all such Certificates the Holders of which have taken such action or given such notice as permitted hereby by the aggregate of the related Class Balances. In the event that Xxxxxx Xxx shall desire to amend any Trust Indenture pursuant to Section 11.02 (or any similar provision) thereof, under circumstances requiring the vote of certificateholders thereunder, the Trustee may not vote the related MBS on behalf of Holders of the related Certificates except upon the direction to do so from the Holders of the Certificates of the related Classes having Certificate Balances aggregating not less than 51% of the aggregate of the related Class Balances. Similar direction shall be required in order for the Trustee to waive compliance with any provision of a Trust Indenture where the vote of certificateholders is required pursuant to Section 11.02 (or any similar provision) thereof.
Special Assessment Liens Certified, confirmed, and ratified special assessment liens as of the Closing will be paid by the Seller. If a certified, confirmed, and ratified special assessment is payable in installments, the Seller will pay all installments due and payable on or before the Closing, with any installment for any period extending beyond the Closing prorated, and the Buyer will assume all installments that become due and payable after the Closing. The Buyer shall be responsible for all assessments of any kind which become due and owing after the Closing, unless an improvement is substantially completed as of the Closing. If an improvement is substantially completed as of the Closing but has not resulted in a lien before Closing, the Seller will pay an amount of the last estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and does not apply to condominium association special assessments.
Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.
Trustee-Documented Trust A trust established under the laws of Hungary to the extent that the trustee of the trust is a Reporting U.S. Financial Institution, Reporting Model 1 FFI, or Participating FFI and reports all information required to be reported pursuant to the Agreement with respect to all U.S. Reportable Accounts of the trust.
Special Assessment The intent of a special assessment is to identify problems regarding a member’s performance of duties and, if necessary, to develop a plan to address these problems. When the appropriate Xxxx or Vice President has reasonable grounds to believe there is a problem regarding a member’s performance of duties, the Xxxx shall meet with the member, and any other appropriate individuals, in an attempt to clarify and, if necessary, rectify the situation. If, following such meeting(s), the Xxxx or Vice President determines that a special assessment is called for, the Xxxx shall meet and confer with the appropriate chairperson in the design of an appropriate evaluation, which may or may not involve the DEC, and shall inform the affected member in writing of the particulars of the scheduled evaluation. The evaluator(s) shall submit a written report of the results of the evaluation, including any recommended actions, to the Xxxx, the Chairperson and the affected member; such report shall be placed in the member’s personnel file. Should the evaluation report identify matters requiring remedial action, the evaluators, in consultation with the affected member, shall develop a specific plan with a schedule of compliance, which shall be implemented. The evaluators shall provide a written copy of the plan to be implemented to the affected member, the Xxxx or Vice President, and the member’s personnel file. If the member fails to cooperate, the matter may be remanded to the process of Article 16. In the event that the member in question is the Spokesperson or the department Chairperson, that role in the process shall be filled by the Chairperson of the DEC. Records of a special assessment and related documents shall be removed from the personnel file following the affected member’s next formal evaluation, unless the Xxxx, in consultation with the DEC, determines otherwise.
Indenture This INDENTURE (this “Indenture”) is entered into as of the Original Issue Date by and between the Principal Life Income Fundings Trust specified in the Omnibus Instrument (the “Trust”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). Citibank, N.A., in its capacity as indenture trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder. References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or “Calculation Agent” shall include the permitted successors and assigns of any such entity from time to time.
Amendment of Contract This agreement contains the whole of the agreement between the Company and the Consultant and there are no other warranties, representations, conditions or collateral agreements except as set forth in this agreement. Any modification to this agreement must be in writing and signed by the parties hereto or it shall have no effect and shall be void.
SUBORDINATION TO TRUST AGREEMENT This Agreement and all rights of Company hereunder are expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation, or assignment made at any time by Authority to secure financing. This Agreement is subject and subordinate to the terms, covenants, and conditions of the Trust Agreement, made by Authority, authorizing the issuance of bonds by Authority. Conflicts between this Agreement and the documents mentioned above will be resolved in favor of such documents.
Cooperative Contract The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.
