Trust Liability definition

Trust Liability. The names "One Group Mutual Funds" and "Trustees of One Group Mutual Funds" refer, respectively, to the trust created and the trustees, as trustees, but not individually or personally, acting from time to time under a Declaration of Trust dated as of May 23, 1985 to which reference is hereby made and a copy of which is on file at the office of the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "One Group Mutual Funds" entered into in the name or on behalf thereof by any of the
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Trust Liability means any material Losses incurred by (or any material action, suit, proceeding or claim made, taken or asserted against) the Trustee, the Agent or any Purchaser. For purposes of this definition, materiality shall be determined in context of the transactions under the Operative Documents, and any Losses or actions, suits or claims that could create criminal or
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Trust Liability has the meaning set forth in Section 11.4. "Tuck-In Acquisition" has the meaning set forth in Section 9.6(c). "Used Vehicles" means all vehicles owned by any Company which are not New Vehicles. "Working Capital" means for the Companies, on a consolidated basis, current assets minus current liabilities determined on a GAAP basis (and those practices set forth on Schedule 2.2(c)). For purposes of determining Working Capital any assets relating to a Related Party Agreement shall be excluded. "Year-End Balance Sheets" has the meaning set forth in Section 4.8(a). "Year-End Income Statements" has the meaning set forth in Section 4.8(a). [SIGNATURES APPEAR ON THE NEXT PAGE] The parties have executed and delivered this Agreement on the date first above written. ACQUIRER: ▇▇▇▇▇▇ AUTOMOTIVE GROUP, INC. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- COMPANIES: ▇▇▇ ▇▇▇▇▇ ENTERPRISES, INC. UNIVERSITY FORD, INC. By: By: -------------------------------------------------- -------------------------------------------------- Name: Name: ------------------------------------------------ ------------------------------------------------ Title: Title: ----------------------------------------------- ----------------------------------------------- ALL AMERICAN CHEVROLET, INC. EL CAJON LUXURY CARS, INC. By: By: -------------------------------------------------- -------------------------------------------------- Name: Name: ------------------------------------------------ ------------------------------------------------ Title: Title: ----------------------------------------------- ----------------------------------------------- ▇▇▇ ▇▇▇▇▇ AUTOMOTIVE, INC. ▇▇▇ ▇▇▇▇▇ IMPORTS, INC. By: By: -------------------------------------------------- -------------------------------------------------- Name: Name: ------------------------------------------------ ------------------------------------------------ Title: Title: ----------------------------------------------- ----------------------------------------------- ▇▇▇ ▇▇▇▇▇ VOLKSWAGEN, INC. By: -------------------------------------------------- Name: ------------------------------------------------ Title: -----------------------------------------------
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Examples of Trust Liability in a sentence

  • Except as is expressly represented or warranted in this Agreement, neither JPM nor any of its Subsidiaries makes any representation or warranty whatsoever with regard to any Purchased Corporate Trust Asset being transferred to BNY or any Assumed Corporate Trust Liability being assumed by BNY or as to any other matter or thing.

  • The Guarantor is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals the failure to have which could not reasonably be expected to have a Material Adverse Effect or create any Trust Liability.

  • Each Material Subsidiary of the Guarantor has all corporate or limited liability company powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals the failure to have which could not reasonably be expected to have a Material Adverse Effect or create any Trust Liability.

  • Without prejudice to the foregoing the liability of the Trustee for all and any claims under this Agreement and/or the Tax Deed shall not exceed the value for the time being of the Trust Assets less an amount equal to the Trustee's bona fide estimate of any Permitted Tax Liability or Permitted Trust Liability properly payable out of the Trust Assets.

  • Each Material Subsidiary of the Guarantor is duly organized or validly formed, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or formation, except where the failure to be so organized, existing and in good standing could not reasonably be expected to have a Material Adverse Effect or create any Trust Liability.

  • Upon the receipt of such consent or approval (or the amendment of such Contracts), BNY or JPM, as applicable, will assume JPM’s or BNY’s rights, privileges and powers thereunder in accordance with the terms of this Agreement, and such Restricted Item shall constitute a transferred Purchased Corporate Trust Asset or Purchased Banking Asset, as applicable, or a transferred Assumed Corporate Trust Liability or Assumed Banking Liability, as the case may be, for all purposes of this Agreement.

  • Except to the extent reflected in the Final Corporate Trust Closing Statement and other than any liability or obligation that is an Assumed Corporate Trust Liability (including any obligations to perform the Corporate Trust Agreements that are being transferred with the Transferred Entity), neither the Transferred Entity nor any Indirect Transferred Entity has any material liabilities or obligations of any nature, known or unknown, accrued or absolute, fixed or contingent.

  • The Buyer shall reasonably consult with the Selling Parties in connection with the payment, cure, or reconciliation of the Trust Deficit and provide reasonable evidence to the Selling Parties of any Trust Liability that is paid, cured, or reconciled by the Buyer on behalf of the Agency.

  • Each Seller Trustee hereby unconditionally and irrevocably guarantees full, complete, and punctual payment and performance of all current and future Trust Liability of his or her respective trust when and as such Trust Liability becomes due and payable.

  • Upon the receipt of such consent or approval (or the amendment of such Contracts), BNY or JPM, as applicable, will assume JPM's or BNY's rights, privileges and powers thereunder in accordance with the terms of this Agreement, and such Restricted Item shall constitute a transferred Purchased Corporate Trust Asset or Purchased Banking Asset, as applicable, or a transferred Assumed Corporate Trust Liability or Assumed Banking Liability, as the case may be, for all purposes of this Agreement.


More Definitions of Trust Liability

Trust Liability means all liabilities, obligations, covenants and indebtedness under this Agreement and the Purchase Documents of a Seller that is a trust, now or later owing to a party to this Agreement or the Purchase Documents, however and whenever incurred or evidenced, whether due or to become due. Each Seller Trustee hereby unconditionally and irrevocably guarantees full, complete, and punctual payment and performance of all current and future Trust Liability of his or her respective trust when and as such Trust Liability becomes due and payable. The obligation of each Seller Trustee: (i) is a present, absolute, continuing, and unconditional guaranty of payment and performance (and not of collection) and is not conditioned or contingent on any attempt by any other party to collect from any other Person; (ii) is not subject to any setoff, defense, deduction, or counterclaim based on any claim that Seller Trustee may have against another party; and (iii) will not be affected, released, diminished, or discharged in any manner by any change or indulgence (including a gratuitous indulgence not effected by legal modification) made or granted by any other party with respect to such Trust Liability.
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Related to Trust Liability

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Aircraft Liability This policy does not cover "aircraft liability".

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.