ESTABLISHMENT OF THE CONSORTIUM Clause Samples

ESTABLISHMENT OF THE CONSORTIUM. A. Pursuant to Wisconsin Statute §66.0301, the Counties of the Bay WDA – Brown, Door, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Manitowoc, Marinette, Menominee, Oconto, Outagamie, Shawano, and Sheboygan, through their respective CEOs, do hereby constitute themselves to be the Bay Workforce Development Area Chief Elected Official (CEO) Consortium (“Consortium”) for purposes of WIOA §107. B. In establishing said Consortium, each County, or any combination thereof, reserves the right to petition the Governor to become a separate district or WDA without requiring the approval of the other Counties so long as notice, in the manner set forth in the governing ▇▇▇ Bylaws, is provided to each County in advance, and the related petition complies with governing law. C. The Counties may terminate this Agreement in the event that expected or actual funding from the State or Federal governments, or other sources, is withdrawn or substantially reduced in such a fashion as to make the continued operation of the WDA unfeasible, effective only upon advance notice of termination with receipt acknowledged by each County and the Governor. D. The Consortium may be dissolved, and this Agreement rescinded; provided that consent from all County Board Supervisors and the Governor is obtained in advance thereof. E. In the event that the WDA’s WDB and the ▇▇▇ Board fails to agree upon the development and/or submission of the Local Plan created pursuant to WIOA, and/or the choice of a grant recipient or sub-grant recipient, as more fully referred to herein, the Governor shall re-designate a local WDA under WIOA §106, thereby terminating this Agreement. F. Any County that withdraws from the Consortium, whether through the aforementioned petition, termination, or dissolution provisions, shall remain solely responsible for its proportionate share of any and all liabilities, as determined by the ▇▇▇ Board, that in any way relate to any period prior to said County’s withdrawal.
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ESTABLISHMENT OF THE CONSORTIUM. 4.1 The Consortium Members declare that the Consortium, for the purposes of forming Connexions North London and receiving funding from the SCYPG and other sources, shall take the form of the mutual relationship and commitments between them created by this Agreement and the Consortium shall henceforth and from the commencement date be constituted accordingly. The Consortium shall conduct its affairs through a Board, Local Connexions Partnership groups and such working groups as it shall from time to time establish. 4.2 Nothing in this Agreement shall constitute or be deemed to constitute a legal partnership between the Consortium Members or any of them and so none of the Consortium Members shall have the authority or power (nor represent themselves as having such authority or power) to contract in the name of or to undertake any liability or obligations on behalf of or to pledge the credit of any other Consortium Member. 4.3 The Consortium shall have no legal existence apart from the Consortium Members and the commitments between them under this Agreement. The assets and funds will vest in the Connexions North London Partnership Limited and will be held for and on behalf of the Consortium Members.
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ESTABLISHMENT OF THE CONSORTIUM. 2.1 The Parties have established the Consortium under the laws of Germany for the purposes of participating in the Tender Procedure. In the event of an award of a Pandemic Preparedness Agreement to the Consortium, the purpose of the Consortium shall be extended to include the due implementation of the Pandemic Preparedness Agreement. 2.2 In the external relationship, the Consortium shall, as from the award of the Pandemic Preparedness Agreement, use the name “Arbeitsgemeinschaft CureVac/GSK”. 2.3 Subject to Section 12, the Consortium shall continue to have the legal form of a civil law partnership (Section 705 et seq. BGB) and shall be organized in accordance with the provisions of this Agreement and to the extent not otherwise provided herein by Sections 705 et seq. BGB. 2.4 The Consortium shall for all correspondence use a letterhead with the name of the Consortium and, next to or below that, the corporate logos of CureVac and GSK respectively, provided that no Consortium Member nor the Consortium shall use the logos or name of any other Consortium Member in a manner that would lead to use or creation of a composite trade ▇▇▇▇. Each Party shall ​ ​ follow all reasonable directions and requirements of each other Party, from time to time, regarding use of each other Party’s logo and name. No Consortium Member shall register any trade ▇▇▇▇ or domain name for the name of the Consortium (or any part thereof, or any confusingly similar name). 2.5 The domicile of the Consortium shall be Tübingen, Germany. The domicile shall at all times be located in Germany in accordance with section 11.1.3 of the Pandemic Preparedness Agreement.
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ESTABLISHMENT OF THE CONSORTIUM. 4.1 The Consortium Members declare that their consortium for the Programme shall take the form of a contractual relationship and mutual commitment between them created by this Agreement and the consortium shall henceforth be constituted accordingly 4.2 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between Consortium Members or any of them and, except as expressly set out in this Agreement, none of the Consortium members shall have authority or power (nor represent themselves as having authority or power) to contract in the name of or to undertake any liability or obligation on behalf of or to pledge the credit of any of the other Consortium Members 4.3 The consortium shall have no legal existence apart from the Consortium Members and the commitments created between them under this Agreement 4.4 The Consortium Members agree that Allerdale Borough Council shall be deemed Accounting Authority, the role of which shall be as described in clause 5 of this Agreement. 4.5 The Consortium Members agree that governance and management of the Consortium and the Programme shall be generally as described in Schedule 2 to this Agreement but in particular that 4.5.1 There shall be constituted a Connected Cumbria Partnership Strategic Board (CCPSB), which shall be charged with general oversight of the Programme, as detailed in Schedule 2 of this Agreement, and which shall reach agreement by consensus 4.5.2 In accordance with clause 4.2 of this Agreement, the CCPSB shall have no binding powers over Consortium Members and shall advise the Lead Authority on the discharge of its duties as herein agreed 4.5.3 Management of the projects within the programme shall be according to PRINCE2 methodology
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Related to ESTABLISHMENT OF THE CONSORTIUM

  • Establishment of Fund The Grantor and the Trustee hereby establish a trust fund (the Fund), for the benefit of the Agency. The Grantor and the Trustee intend that no third party have access to the Fund except as herein provided. The Fund is established initially as a standby to receive payments and shall not consist of any property. Payments made by the Grantor pursuant to the Agency’s instructions are transferred to the Trustee and referred to as the Fund, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST for the benefit of the Agency, as hereinafter provided. The Trustee shall not be responsible nor shall it undertake any responsibility for the amount or adequacy of, nor any duty to collect from the Grantor, any payments necessary to discharge any liabilities of the Grantor established by the Agency.

  • Establishment of Portfolios and Classes (a) The Trust shall consist of one or more separate and distinct Portfolios, each with an unlimited number of Shares unless otherwise specified. The Trustees hereby establish and designate the Portfolios listed on Schedule A attached hereto and made a part hereof ("Schedule A"). Each additional Portfolio shall be established by the adoption of one or more resolutions by the Trustees. Each such resolution is hereby incorporated herein by this reference and made a part of the Governing Instrument whether or not expressly stated in such resolution, and shall be effective upon the occurrence of both (i) the date stated therein (or, if no such date is stated, upon the date of such adoption) and (ii) the execution of an amendment either to this Agreement or to Schedule A hereto establishing and designating such additional Portfolio or Portfolios. The Shares of each Portfolio shall have the relative rights and preferences provided for herein and such rights and preferences as may be designated by the Trustees in any amendment or modification to the Trust's Governing Instrument. The Trust shall maintain separate and distinct records of each Portfolio and shall hold and account for the assets belonging thereto separately from the other Trust Property and the assets belonging to any other Portfolio. Each Share of a Portfolio shall represent an equal beneficial interest in the net assets belonging to that Portfolio, except to the extent of Class Expenses and other expenses separately allocated to Classes thereof (if any Classes have been established) as permitted herein. (b) The Trustees may establish one or more Classes of Shares of any Portfolio, each with an unlimited number of Shares unless otherwise specified. Each Class so established and designated shall represent a Proportionate Interest (as defined in Section 2.5(d)) in the net assets belonging to that Portfolio and shall have identical voting, dividend, liquidation, and other rights and be subject to the same terms and conditions, except that (1) Class Expenses allocated to a Class for which such expenses were incurred shall be borne solely by that Class, (2) other expenses, costs, charges, and reserves allocated to a Class in accordance with Section 2.5(e) may be borne solely by that Class, provided that the allocation of such other expenses, costs, charges, and reserves is not specifically required to be set forth in a plan adopted by the Trust pursuant to Rule 18f-3 under the Act, (3) dividends declared and payable to a Class pursuant to Section 7.1 shall reflect the items separately allocated thereto pursuant to the preceding clauses, (4) each Class may have separate rights to convert to another Class, exchange rights, and similar rights, each as determined by the Trustees, and (5) subject to Section 2.6(c), each Class may have exclusive voting rights with respect to matters affecting only that Class. The Trustees hereby establish for each Portfolio listed on Schedule A the Classes listed thereon. Each additional Class for any or all Portfolios shall be established by the adoption of one or more resolutions by the Trustees. Each such resolution is hereby incorporated herein by this reference and made a part of the Governing Instrument whether or not expressly stated in such resolution, and shall be effective upon the occurrence of both (i) the date stated therein (or, if no such date is stated, upon the date of such adoption) and (ii) the execution of an amendment to this Agreement establishing and designating such additional Class or Classes.

  • Establishment of Trust In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

  • Establishment of Plan Employer hereby establishes this Deferred Compensation Plan which shall become effective as of the date selected by Employer. The Plan shall be maintained for the exclusive benefit of Employee.

  • Establishment of the Trust The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Deutsche Alt-A Securities, Mortgage Loan Trust, Series 2006-AR2” and does hereby appoint HSBC Bank USA, National Association as Trustee in accordance with the provisions of this Agreement.