Declaration of Business Trust Clause Samples

The Declaration of Business Trust clause formally establishes the existence of a business trust and outlines its foundational terms. It typically specifies the trust's name, purpose, the identity of trustees and beneficiaries, and the powers and duties of the trustees in managing trust assets. By clearly defining the structure and governance of the trust, this clause ensures legal recognition and provides a framework for the trust's operation, thereby preventing disputes and ensuring clarity for all parties involved.
Declaration of Business Trust. The Trust will be known as "CRIIMI MAE Commercial Mortgage Trust [I]," in which name the Owner Trustee may conduct the affairs of the Trust. The [Bank] is hereby appointed to hold and agrees to hold the Trust Estate as Owner Trustee in trust upon the terms and conditions and for the use and benefit of the Certificateholders as herein set forth.
View SourceView Similar (2)
Declaration of Business Trust. ORGANIZATION ------------------------------
View SourceView Similar (2)
Declaration of Business Trust. The Chase Manhattan Bank (USA) is hereby appointed to hold and agrees to hold the Trust Property as Owner Trustee in trust upon the terms and conditions and for the use and benefit of the owners of the Certificates of Beneficial Interest as herein set forth. It is the intention of the parties hereto that the trust created by this Agreement constitute a business trust under the Business Trust Statute and that this Agreement constitute the governing instrument of such business trust. The Trust created under this Agreement is intended to be either a sole proprietorship or a partnership for federal income tax purposes. It is not intended to be an association taxable as a corporation. The provisions hereof shall be interpreted accordingly and no party hereto shall take a contrary position for federal income tax purposes. No later than the Closing Date, the Owner Trustee shall file the Restated Certificate of Trust required by Section
View Source
Declaration of Business Trust. Deutsche Bank Trust Company Delaware is hereby appointed to hold and agrees to hold the Trust Property as Owner Trustee in trust upon the terms and conditions and for the use and benefit of the Certificateholders as herein set forth. It is the intention of the parties hereto that the trust created by this Agreement constitute a business trust under the Business Trust Statute and that this Agreement constitute the governing instrument of such business trust. The Trust created under this Agreement is intended to be either a sole proprietorship or a partnership for federal income tax purposes. It is not intended to be an association taxable as a corporation. The provisions hereof shall be interpreted accordingly and no party hereto shall take a contrary position for federal income tax purposes. With respect to the Trust, no later than October 19, 1999, the Owner Trustee shall file a Certificate of Trust required by Section 3810 of the Business Trust Statute, in the Office of the Secretary of State (the “Certificate of Trust”). Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Business Trust Statute with respect to accomplishing the purposes of the Trust.
View Source
Declaration of Business Trust. Issuance and Transfer of Certificates of Beneficial Interest; Duties of Owner Trustee
View Source
Declaration of Business Trust. The Trust will be known as "ICCMAC Multifamily and Commercial Trust 1999-1," in which name the Owner Trustee may conduct the affairs of the Trust. The Bank is hereby appointed to hold and agrees to hold the Trust Estate as Owner Trustee in trust upon the terms and conditions and for the use and benefit of the Bondholders as set forth in the Indenture and the Ownership Certificateholder as herein set forth. It is the intention of the parties hereto that the trust created by this Deposit Trust Agreement constitute a business trust under the Business Trust Statute and that this Deposit Trust Agreement constitute the governing instrument of such business trust. This Deposit Trust Agreement is not intended to create a partnership or a joint-stock association. No later than the Closing Date, the Owner Trustee shall have filed for the Trust the Certificate of Trust required by the Business Trust Statute, in the office of the Secretary of State of the State of Delaware. Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Business Trust Statute with respect to accomplishing the purposes of the Trust.
View Source
Declaration of Business Trust. The Trust will be known as "ICCMAC Commercial Trust [______]," in which name the Owner Trustee may conduct the affairs of the Trust. The [Bank] is hereby appointed to hold and agrees to hold the Trust Estate as Owner Trustee in trust upon the terms and conditions and for the use and benefit of the Certificateholders as herein set forth.
View Source
Declaration of Business Trust. ISSUANCE AND TRANSFER OF CERTIFICATES OF BENEFICIAL INTEREST; DUTIES OF TRUSTEES; NO FILING .......... 5 2.1 Declaration of Business Trust....................... 5 2.2 Transfer of Trust Property to the Trust............. 6 2.3 ISSUANCE AND TRANSFER OF CERTIFICATES OF BENEFICIAL INTEREST
View Source

Related to Declaration of Business Trust

  • 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 Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, 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 constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Declaration of Compliance Within 90 Days of the HSP’s fiscal year-end, the Board will issue a Compliance Declaration declaring that the HSP has complied with the terms of this Agreement. The form of the declaration is set out in Schedule F and may be amended by the Funder from time to time through the term of this Agreement.

  • Operation of Business Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.

  • Ownership of Common Securities by Depositor (a) On the Closing Date, the Depositor shall acquire, and thereafter shall retain, beneficial and record ownership of the Common Securities. Neither the Depositor nor any successor Holder of the Common Securities may transfer less than all the Common Securities, and the Depositor or any such successor Holder may transfer the Common Securities only (i) in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person (in which event such Common Securities will be transferred to such surviving entity, transferee or lessee, as the case may be), pursuant to Section 8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the Depositor, in each such case in compliance with applicable law (including the Securities Act, and applicable state securities and blue sky laws). To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in the immediately preceding sentence shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT.” (b) Any Holder of the Common Securities shall be liable for the debts and obligations of the Trust in the manner and to the extent set forth with respect to the Depositor and agrees that it shall be subject to all liabilities to which the Depositor may be subject and, prior to becoming such a Holder, shall deliver to the Administrative Trustees an instrument of assumption satisfactory to such Trustees.