Advisory and Consulting Services Sample Clauses

Advisory and Consulting Services. The General Partner may enter into agreements with one or more Persons (including Affiliates of the General Partner) to serve as Advisors or consultants to the Fund on a discretionary or non-discretionary basis and upon such other terms as the General Partner may determine.
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Advisory and Consulting Services. During the term of this agreement, Consultant agrees to perform to the best of his abilities such advisory and consulting work for Alliance and ARLP as the Board of Directors of Alliance, its President and Chief Executive Officer, or his designees, may from time to time request. Consultant agrees to perform such of the following advisory and consulting services as Alliance reasonably requests: (a) To the extent Alliance deems it appropriate and reasonable, Consultant will familiarize himself with the business, operations, properties, financial condition and prospects of Alliance and ARLP, each's strategic development plans, management succession plans, and such other facets of Alliance as its President and Chief Executive Officer shall direct. (b) Consultant will advise and assist Alliance and ARLP and each's management in the formulation of potential strategic alliances with power generators as well as transportation and transmission companies. (c) Consultant will advise and assist Alliance and ARLP and each's management in (i) identifying potential acquisition targets, (ii) considering the desirability of effecting a growth transaction and, if Alliance believes such a transaction to be desirable, in developing a general strategy for accomplishing such a transaction, (iii) assisting in the preparation and distribution of materials concerning such merger and/or acquisition candidates, (iv) making presentations to the Board of Directors of Alliance concerning any proposed transaction, and (v) the course of the negotiation of a transaction and participate, if requested, in such negotiations. (d) Secondarily to the advisory and consulting services described above, Consultant will advise and assist Alliance and ARLP and each's management in developing similar strategies and analyses in diversification opportunities (i.e., other than traditional coal acquisitions), that may be available to ARLP. (e) Consultant will render such other advisory and consulting services as Alliance, acting through its President and Chief Executive Officer, may reasonably request, giving due consideration to Consultant's experience and expertise.
Sample 1
Advisory and Consulting Services. In consideration of the Separation Benefits described in Paragraph 2 above, Employee agrees to provide a maximum of eighty (80) hours of advisory and consulting services to Bank during the twelve (12) months following the Termination Date upon reasonable notice from the Bank’s Board of Directors, its President or the President of Meta Payment Systems. Furthermore, Employee agrees to cooperate fully with Bank during the twelve (12) month period and thereafter on matters relating to his employment in the conduct of Bank business, including any litigation, claim or suit in which Bank deems Employee’s cooperation is needed. Employee acknowledges that he has no authority to bind Bank either as a officer, employee or agent following the Termination Date. Bank shall pay or reimburse Employee for all reasonable out-of-pocket business expenses actually incurred or paid by Employee in the performance of such advisory and consulting services, subject to such reasonable substantiation and documentation as may be specified by Bank from time to time. All business expenses shall be submitted by Employee for reimbursement not later than thirty (30) days after such expenses are incurred.
Sample 1
Advisory and Consulting Services. The General Partner may enter into agreements with one or more Persons (including Affiliates of the General Partner) to serve as investment advisers or consultants to the Partnership on a discretionary or non-discretionary basis and upon such other terms and conditions as the General Partner may determine. The General Partner at any time may terminate the services of an investment adviser or consultant and substitute any other investment adviser or consultant to advise the Partnership with respect to its investments. Nothing herein shall require the General Partner to employ or continue to employ the services of any investment adviser or consultant, or be construed to limit in any way the discretion or management power or authority of the General Partner.
Sample 1
Advisory and Consulting Services. (a) Beginning on the day after the Separation Date and ending on March 31, 2016, unless earlier terminated as provided below (the “Term”), Cxxx agrees to provide such advisory and consulting services for DGSE or an affiliate as may be requested from time to time by DGSE during normal business hours, including but not limited to the services set forth on Exhibit A or as required by Paragraph 7 below, (the “Services”), provided that the Parties agree that the expected level of Services shall not exceed an average of 120 hours per month. Cxxx may refer to himself as Consultant to the Board of Directors. Beginning on or after December 31 2015, either Party may elect to terminate the obligations under this Paragraph 6 upon two weeks’ written notice to the other Party, in which case the Term shall expire upon the date set forth for termination in such notice. Cxxx’x compensation for the Services during the Term shall be $25,000 per month (pro rated for any partial months during the Term), and DGSE agrees to and shall pay such compensation on the last day of each month in which this Paragraph 6 is in effect. DGSE also agrees to and shall reimburse Cxxx for any reasonable and documented expenses (consistent with DGSE’s policies for reimbursement of expenses as such policy existed as of the Effective Date of this Agreement or as amended, provided any such amendment shall not reduce or diminish the reimbursement rights applicable to Cxxx), including those expenses incurred by Cxxx in connection with trade shows or client visit Services outside the Dallas-Fort Worth metroplex, if such Services are requested by DGSE. Travel expenses within the Dallas-Fort Worth metroplex shall not be reimbursed absent separate written agreement between DGSE and Cxxx. If DGSE requests that Services be performed at DGSE’s headquarters or stores, DGSE shall make office space available for Cxxx to perform the Services. DGSE shall indemnify and hold Cxxx harmless to the fullest extent permitted by law against any and all actions, claims, demands, proceedings, damages, losses or suits, including costs and expenses of defense (including but not limited to attorneys’ fees) resulting from Cxxx’x good faith performance of the Services, and DGSE shall use reasonable commercial efforts to insure and otherwise cover Cxxx during the Term under DGSE’s Directors and Officers Liability Insurance policy with coverage amounts at least as great as coverage provided to DGSE’s directors, Chief Executive Of...
Sample 1
Advisory and Consulting Services. In consideration of the compensation and other consideration provided in this Agreement, Xx. Xxxxxxx hereby agrees to provide to the Company during the period commencing from the Retirement Date and ending on the date that is one year after the Retirement Date (the “Advisory Term”) services of an advisory or consultative nature as may reasonably be requested by the Company’s Chief Executive Officer or the Board, subject to (a) the Company’s ability to terminate the Advisory Term due to the failure of Xx. Xxxxxxx to comply in any material respect with the terms of this Agreement or for Cause (as defined in the Executive Severance Agreement entered into by Xx. Xxxxxxx and the Company), or (b) Xx. Xxxxxxx’x ability to terminate the Advisory Term upon fifteen (15) days notice to the Company.
Sample 1
Advisory and Consulting Services. OW and WW shall collaborate with each other towards the mutual objective of advancing and promoting the WW Programs and WW, and in connection therewith, OW shall consult with WW and participate in developing, planning, executing and enhancing the WW Programs and related initiatives. In connection therewith, OW shall make available to WW her knowledge, expertise, and abilities in the areas of corporate management, consumer insights, advertising and marketing, consumer motivation, and community activation and consult and participate in the design and planning of creative strategy and the related execution of the consumer experience in connection with the WW Programs.
Sample 1
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Related to Advisory and Consulting Services

  • Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Advisory Services Subject to the supervision of the Board of Trustees and the Advisor, the Sub-Advisor will assist the Advisor in providing a continuous investment program for the Separate Account, including investment research and management with respect to the securities and investments and cash equivalents comprising the Separate Account. The Sub-Advisor will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as set forth in the Fund’s (i) registration statement filed with the Securities and Exchange Commission in effect on the date hereof and as amended or supplemented during the term of this Agreement and (ii) resolutions of the Board of Trustees applicable to the Fund. The Fund shall provide the Sub-Advisor with written notice of any changes to such objective, policies and restrictions no less than 60 days prior to the effectiveness of any such change. Without limiting the generality of the foregoing, the Sub-Advisor further agrees that it: (a) will assist in determining from time to time what securities and other investments will be purchased, retained or sold for the Separate Account; (b) will manage, in consultation with the Advisor, the Separate Account’s temporary investments in securities, cash and cash equivalents; (c) will place orders pursuant to its investment determinations for the Separate Account either directly with the issuer or with any broker or dealer; (d) will consult with the Advisor on a continuous basis as to the Fund’s total assets which shall be invested in the Separate Account; (e) will attend either in person or via telephone regular business and investment-related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor or both; and (f) will maintain books and records with respect to the securities transactions for the Separate Account, furnish to the Advisor and the Board of Trustees such periodic and special reports as they may reasonably request with respect to the Separate Account, and provide in advance to the Advisor all reports to the Board of Trustees for examination and review within a reasonable time prior to the Board of Trustees’ meetings.

  • Outside Services Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

  • Sub-Advisory Services (a) The Advisers hereby appoint the Sub-Adviser to act as an investment adviser to the Fund for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Advisers, manage the investment and reinvestment of such portion of the assets of the Fund, as the Advisers may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisers, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Advisers and the Trust as delivered; and (iv) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Advisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from either of the Advisers, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. (c) Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 0000 Xxx) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. (d) The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other investment adviser to the Trust with respect to transactions in securities for the Sub-Advised Assets or any other transactions in the Trust’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. (e) The Sub-Adviser has provided the Advisers with a true and complete copy of its compliance policies and procedures for compliance with “federal securities laws” (as such term is defined under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (“Sub-Adviser CCO”) shall provide to the Trust’s Chief Compliance Officer (“ Trust CCO”) or his or her delegatee promptly (and in no event more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Adviser Compliance Policies; (iii) a copy of the Sub-Adviser CCO’s report with respect to the annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the Trust CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Fund and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Fund and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Advisers to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Advisers and the Trust or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Fund or any other assets managed by the Advisers. (i) The Sub-Adviser shall furnish the Advisers and the administrators of the Trust (together, the “Administrators”) weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Sub-Advised Assets as the Advisers may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Advisers and discuss the management of them. The Sub-Adviser shall promptly respond to requests by the Advisers, the Administrators to the Trust, and the Trust CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Advisers relating directly to the Fund. The Sub-Adviser shall also provide the Advisers with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by them from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise instructed by the Advisers, the Sub-Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with securities in which the Sub-Advised Assets may be invested, and the Advisers shall retain such responsibility. (k) The Sub-Adviser shall cooperate promptly and fully with the Advisers and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Fund or either of the Advisers brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Trust CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub-Adviser to the Fund pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable period after receiving the correspondence. The Sub-Adviser shall provide additional information with respect to such deficiencies as is reasonably requested by the Trust CCO or his or her delegatee. (l) The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Sub-Advised Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. (n) The Sub-Adviser shall promptly notify the Advisers of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitments under this Agreement.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Autism Services This plan covers the following services for the treatment of autism spectrum disorders. • Applied behavior analysis when provided and/or supervised by an individual licensed by the state in which the service is rendered. See the Summary of Medical Benefits for the amount that you pay. • Physical therapy, occupational therapy, and speech therapy services when rendered as part of the treatment of autism spectrum disorder. A benefit limit will not apply to these services. • Psychological and psychiatric services, and prescription drugs are also covered. See Behavioral Health Services and Prescription Drugs and Diabetic Equipment or Supplies for additional information. Coverage for autism spectrum disorders does not affect any obligation of a school district, a state or other governmental entity to provide services to an individual under an individualized family service plan, an individualized education program, or similar services required under state or federal law. Services related to autism that are furnished by school personnel are not covered under this plan.

  • Subadvisory Services a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and to inform the Subadviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies. b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817 (h) of the Code. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections. c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and any amendments or restatements thereof in the future and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. d. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested. e. As the delegate of the Directors of the Fund, the Subadviser shall be responsible for providing reasonable and good faith fair valuations for any securities in the Portfolio for which current market quotations are not readily available or reliable.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition. 13.2 If the Hosting of Customer Data by Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract contributes to or directly causes a Data Breach, Supplier shall be responsible for the obligations set forth in Appendix 1 related to breach reporting requirements and associated costs. Likewise if such Hosting contributes to or directly causes a Security Incident, Supplier shall be responsible for the obligations set forth in Appendix 1, as applicable. 14 Change Management

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