BOR Transfer/Books and Records Sample Clauses

BOR Transfer/Books and Records. In one or more Closings and subject to the terms and conditions set forth in this Agreement (including the conditions to Closing set forth in Article VII), HBDC shall transfer and assign to eHealth, or shall cause to be transferred and assigned to eHealth, free and clear of any and all Liens (other than Assumed Obligations) the following: (i) BOR status on, and all right to receive commissions on premiums paid for, all Transition Policies (collectively, the “BOR Transfer”); and (ii) the Books and Records. As more fully described in Article III, the BOR Transfer may take place in successive Closings on a Carrier Book basis.
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Related to BOR Transfer/Books and Records

  • Transfer Books Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Rights Certificates issued hereunder. Such books will show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates, the certificate number of each of the Rights Certificates and the date of each of the Rights Certificates. The Rights Agent will not register, or permit to be registered, any transfer or exchange of any Rights Certificates (or the underlying Rights) that have become null and void pursuant to Section 7(e), have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24.

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

  • Surrender of Books and Records Employee shall on the termination of his employment in any manner immediately surrender to the Company all lists, books, and records and other documents incident to the business of the Company and its Affiliates, and all other property belonging to any of them, it being understood that all such lists, books, records and other documents are the property of the Company and its Affiliates.

  • Retention of Books and Records Each party to this Agreement shall retain or cause to be retained (and shall cause each of their Affiliates to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory records) or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Books and Records Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

  • Keeping Books and Records The Borrower will maintain, and will cause each Subsidiary to maintain, proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

  • Payments Books and Records (a) Turn 2 may elect to have payments made by check, wire transfer or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of "Turn 2, Inc." and delivered to IMG, Xxxxx 000, 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Attn.: Xxxxx Xxxxx. Payments shall be made together with such Value Added Tax or equivalent as may be chargeable thereon. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

  • Custodian's Books and Records The Custodian shall provide any assistance reasonably requested by a Fund in the preparation of reports to such Fund's shareholders and others, audits of accounts, and other ministerial matters of like nature. The Custodian shall maintain complete and accurate records with respect to securities and other assets held for the accounts of each Portfolio as required by the rules and regulations of the SEC applicable to investment companies registered under the 1940 Act, including: (a) journals or other records of original entry containing a detailed and itemized daily record of all receipts and deliveries of securities (including certificate and transaction identification numbers, if any), and all receipts and disbursements of cash; (b) ledgers or other records reflecting (i) securities in transfer, (ii) securities in physical possession, (iii) securities borrowed, loaned or collateralizing obligations of each Portfolio, (iv) monies borrowed and monies loaned (together with a record of the collateral therefor and substitutions of such collateral), (v) dividends and interest received, (vi) the amount of tax withheld by any person in respect of any collection made by the Custodian or any Subcustodian, and (vii) the amount of reclaims or refunds for foreign taxes paid; and (c) cancelled checks and bank records related thereto. The Custodian shall keep such other books and records of each Fund as such Fund shall reasonably request. All such books and records maintained by the Custodian shall be maintained in a form acceptable to the applicable Fund and in compliance with the rules and regulations of the SEC, including, but not limited to, books and records required to be maintained by Section 31(a) of the 1940 Act and the rules and regulations from time to time adopted thereunder. All books and records maintained by the Custodian pursuant to this Agreement shall at all times be the property of each applicable Fund and shall be available during normal business hours for inspection and use by such Fund and its agents, including, without limitation, its independent certified public accountants. Notwithstanding the preceding sentence, no Fund shall take any actions or cause the Custodian to take any actions which would cause, either directly or indirectly, the Custodian to violate any applicable laws, regulations or orders.

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