Agreements of the Parties Sample Clauses

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust will advise the Representatives promptly (1) of the issuance by the Commission of any order in respect of the Trust or the Investment Adviser which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving the Trust or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust of any notice with r...

Agreements of the Parties. To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Noteholders thereof, it is mutually covenanted and agreed as set forth in this Indenture, for the equal and proportionate benefit of all Noteholders of the Notes or of a Series or Class thereof, as the case may be.

Agreements of the Parties. 1 ARTICLE ONE Definitions and Other Provisions of General Application

Agreements of the Parties. (a) The Fund will advise the Underwriters and the Investment Adviser (1) of the issuance by the U.S. Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission (the “CFTC”) of any order to the Fund or the Investment Adviser which relates to the Fund (or as soon as the Fund has actual knowledge of such order), (2) of receipt by the Fund of any notice of the initiation or threatening of any proceedings for or the issuance of any order by the SEC or the CFTC suspending approval of the transactions contemplated herein, and (3) of receipt by the Fund or any representatives or attorney of the Fund of any other communication from the SEC or the CFTC relating to the Fund or to the transactions contemplated herein except for routine communication occurring more than one year from the date of this Underwriting Agreement and, with respect to (1) and (3) above, communications relating to any offering of debt securities. The Fund will make every reasonable effort to prevent the issuance of an order suspending the approval of the Fund and the transactions contemplated herein and, if any such order is issued, to use its best reasonable efforts to obtain its lifting as soon as possible. (b) During such period as the Prospectus is required by law to be delivered by the Underwriters or a dealer, the Fund will deliver, without charge, to the Underwriters and dealers, at such office or offices as the Underwriters may designate, as many copies of the prospectus as the Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the ICA, applicable laws of Puerto Rico or the United States, the Fund promptly will prepare, submit to the Underwriters, file with the SEC (if required by applicable law) and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Fund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a...

Agreements of the Parties. To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a series or class thereof, as the case may be: LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments on Derivative Agreements is limited in recourse as set forth in Section 711. ARTICLE I

Agreements of the Parties. To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes of a Series, Class or Tranche thereof, as the case may be: LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments in respect of Derivative Agreements, Supplemental Credit Enhancement Agreements or Supplemental Liquidity Agreements, as applicable, is limited in recourse as set forth in Section 6.11.

Agreements of the Parties. (a) If the registration statement relating to the APS has not yet become effective, the Trust will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the APS after the Effective Date. In either case, the Trust will provide the Managing Representative satisfactory evidence of the filing. The Trust will not file with the Commission any Prospectus or any other amendment (except any post-

Agreements of the Parties. To set forth or to provide for the establishment of the terms and conditions upon which the Securities are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be:

Agreements of the Parties. 5.1 Issuance of Securities of Acquiror prior to the Closing. Between the date hereof and the Closing, Acquiror contemplates that it may be caused to issue up to 5,300,000 additional shares of Acquiror Common Stock in connection with certain acquisition transaction (the "Acquisition Transaction") that is presently being evaluated or are under contract as set forth in Section 5.15. No investment banker, broker, finder or other similar intermediary has been retained by, or is authorized by, Acquiror to act on its behalf who might be entitled to any fee or commission from Acquiror or any of its affiliates in connection with the Acquisition Transaction or the transactions contemplated thereby. 5.2 Anticipated Domestication of Acquiror; Possible Follow-on Merger. (a) Acquiror shall use diligent efforts to domesticate by merger or other permissible means into Sub within one (1) year after the Closing. Upon Acquiror's domestication into Sub, the Series A Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 5,500,000 shares of Acquiror Common Stock upon the Closing, and the Series B Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 4,500,000 shares of Acquiror Common Stock upon the Closing. Upon the domestication of Acquiror into Sub, the number of shares of common stock resulting from the conversion of the Escrow Shares by the Escrow Agent as of such conversion date shall be held in escrow as Escrow Shares pursuant to the terms of the Escrow Agreement. (b) If the domestication of Acquiror described in Section 5.2(a) above does not occur within one (1) year from the Effective Date, the Series A Stock may, at the discretion of the holders thereof, be converted into, or exchangeable for, an aggregate of 5,500,000 shares of Acquiror Common Stock, and the Series B Stock may, at the discretion of the holders thereof, be converted into, or exchangeable for, an aggregate of 4,500,000 shares of Acquiror Common Stock. Upon such discretionary conversion, the number of shares of common stock resulting from the conversion of the Escrow Shares as of such conversion date shall be held in...

Agreements of the Parties. In consideration of the mutual covenants and agreements of the Parties contained in this Agreement, each of the Parties covenants as follows: (1) During and following the Term, each Party receiving Confidential Information hereunder (in such capacity, the “Receiving Party”) will hold in confidence the Confidential Information of the other Party hereto (in such capacity, the “Disclosing Party”) and will not disclose it to any person except with the specific prior written consent of the Disclosing Party or except as required by law or as otherwise expressly permitted by the terms of this Agreement. The Receiving Party will not use the Confidential Information of the Disclosing Party, except during the Term in the course of performing the Receiving Party’s duties under or as contemplated pursuant to, this Agreement. This confidentiality obligation shall apply to all Confidential Information whether in its original form or a derivative form, and to all Confidential Information whether received or observed by the Receiving Party prior to, on or after the commencement of the Term. The Parties agree that no warranties are made expressly or implicitly regarding accuracy or completeness of Confidential Information provided under this Agreement. (2) None of the foregoing obligations and restrictions apply to any part of the Confidential Information that the Receiving Party demonstrates was or became generally available to the public other than as a result of a disclosure by the Receiving Party. (3) During the Term, the Receiving Party will safeguard each tangible embodiment of the Confidential Information (whether in the form of a document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary Items”)). The Parties recognize that, as between themselves, all of the Proprietary Items, whether or not developed by the Receiving Party, are the exclusive property of the Disclosing Party. Upon termination of this Agreement by either Party, or upon the request of the Disclosing Party during the Term, the Receiving Party will return to the Disclosing Party or destroy all of the Proprietary Items in the Receiving Party’s possession or subject to the Receiving Party’s control, and the Receiving Party shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items. (4) Any trade secrets of the Parties hereto will be entitled to...