Purposes and Powers Clause Samples
The "Purposes and Powers" clause defines the specific objectives and legal authority granted to an entity, such as a corporation or organization, under an agreement or its governing documents. It typically outlines the activities the entity is permitted to undertake, such as entering contracts, owning property, or conducting business within certain fields. By clearly stating what the entity can and cannot do, this clause ensures that all parties understand the scope of the entity’s operations and helps prevent unauthorized or ultra vires actions.
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Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:
(a) to acquire, manage and hold the Receivables;
(b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates;
(c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;
(d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;
(e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;
(f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
(g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.
Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities:
(a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders;
(b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer;
(c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture;
(d) to enter into and perform its obligations under the Transaction Documents to which it is a party;
(e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and
(f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.
Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities:
(i) to issue the Notes pursuant to the Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor;
(ii) to enter into and perform its obligations under any interest rate protection agreement or agreements between the Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing;
(iii) with the proceeds of the sale of the Notes to fund the Reserve Account, the Pre-Funding Account, the Negative Carry Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;
(iv) to pay interest on and principal of the Notes and distributions on the Certificates;
(v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture;
(vi) to enter into and perform its obligations under the Basic Documents to which it is to be a party;
(vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
(viii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In addition, notwithstanding anything to the contrary herein or in any other Basic Document, the Trust shall not take any action (i) inconsistent with the derecognition of the Receivables under GAAP or (ii) that would cause the Trust to become a member of MMCA's consolidated group under GAAP.
Purposes and Powers. 2 Section 2.04. Appointment of Owner Trustee......................................3 Section 2.05. Initial Capital Contribution of Trust Estate......................3 Section 2.06. Declaration of Trust..............................................3 Section 2.07. Title to Trust Property...........................................4 Section 2.08. Situs of Trust....................................................4 Section 2.09. Representations and Warranties of the Depositor...................4 Section 2.10. Payment of Trust Fees.............................................5
Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:
(a) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes;
(b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;
(c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;
(d) to enter into and perform its obligations under the Basic Documents to which it is a party;
(e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and
(f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.
Purposes and Powers a) The purpose of the Company shall be:
(i) AND
(ii) To perform or engage in any and all activities and/or businesses for which limited liability companies may be engaged under the Statutes.
b) The Company shall have all powers necessary and convenient to affect any purpose for which it is formed, including all powers granted by the Statutes.
Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities:
(i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates;
(ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;
(iii) to assign, grant, transfer, pledge and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;
(iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party;
(v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and
(vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any.
(b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.
Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities:
(i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement;
(ii) to acquire, hold and manage the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement;
(iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement;
(iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
(v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.
(b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.
Purposes and Powers. The purpose of the Trust is to engage in the following activities:
(i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates;
(ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust;
(iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture;
(iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party;
(v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and
(vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.
Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action:
(i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor;
(ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;
(iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;
(iv) to execute, deliver and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party;
(v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments;
(vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and
(vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.