Authorization of Covered Transactions Sample Clauses

Authorization of Covered Transactions. (a) Fiduciary acknowledges that from time to time Trustee may determine that a Fund should purchase, either directly or indirectly through a pooled fund, securities during the existence of an underwriting or selling syndicate with respect to such securities in situations where an entity affiliated with Trustee serves as trustee, indenture trustee or in another ministerial capacity with respect to the trust or entity that is issuing the securities (an “affiliated trustee transaction” or “ATT”). The affiliated entities that may serve as trustee or other capacity with respect to ATTs are identified in subsection (g) below (collectively, the “Affiliates”). Fiduciary further acknowledges that such purchases may facilitate the consummation of the offering of such securities which may have a beneficial impact on the applicable Affiliate(s) and could constitute a prohibited transaction under ERISA §406 and Code §4975, absent an exemption.
Sample 1
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Related to Authorization of Covered Transactions

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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