Common use of Charitable organization Clause in Contracts

Charitable organization. A CRT shall only be deemed to be a ----------------------- "Permitted Transferee" under the terms of this Agreement if: (a) The Stockholder, or Stockholder's spouse or issue (the "Trustee"), and the Charitable Organization that is the beneficiary of such CRT makes the following applicable representations, warranties and covenants: (1) The Trustee is the sole trustee of the CRT, and represents and warrants that, (i) under the terms of the CRT, the Trustee has the requisite power and authority to bind the CRT to this Agreement and (ii) upon its execution, this Agreement is enforceable against the CRT in accordance with its terms; such Trustee also covenants to be personally liable for all loss, damages, liabilities or deficiencies incurred by the Company or its subsidiaries or any other Stockholders as a result of any breach of this Agreement committed by the Trustee or the CRT; (2) The Charitable Organization beneficiary represents and warrants that it has full right, title and authority to enter into this Agreement, that it has the power and authority to execute this Agreement and to perform the obligations and duties set forth herein, and, upon its execution and delivery, this Agreement shall be enforceable against the Charitable Organization in accordance with its terms and that this Agreement shall constitute a valid and binding obligation of such Charitable Organization in accordance with its terms; (b) Upon formation of the CRT, such Charitable Organization executes this Agreement which shall become effective immediately upon any receipt of the Securities by the Charitable Organization in accordance with the terms of this Agreement; and (c) The terms of the CRT provide that the Charitable Organization beneficiary may only receive the Securities held by the CRT upon the death of the Stockholder (or Stockholder's spouse or issue, if applicable); Further, neither the CRT nor the Charitable Organization beneficiary may Transfer any Securities received under any circumstance prior to the termination of this Section 4 to any party other than the Trustee.