BY FIDELITY Sample Clauses

BY FIDELITY. As a material inducement for Seller's entry into and consummation of this Agreement, Fidelity represents and warrants to Seller that the facts set forth in this Section 4.1 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing. 4.1.1 Fidelity is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (i) Fidelity has the full right and authority to enter into and perform this Agreement; (ii) Fidelity is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Fidelity's entry into and performance of this Agreement; (iv) Fidelity's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Fidelity; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Fidelity.
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BY FIDELITY. As it relates to termination by Fidelity, “for cause” means (i) Customer's failure or refusal to make any payment due to Fidelity hereunder within thirty(30) days after Customer receives written notice from Fidelity of such failure or refusal; (ii) Customer’s continuing failure or refusal to perform any other material obligation under this Agreement, subject to a reasonable cure period of thirty (30) days; or (iii) willful misconduct, embezzlement, or other illegal or unethical acts by Customer.
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BY FIDELITY. As a material inducement for Seller's entry into and consummation of this Agreement, Fidelity represents and warrants to Seller that the facts set forth in this Section 5.1 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing. 5.1.1 Fidelity is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (i) Fidelity has the full right and authority to enter into and perform this Agreement; (ii) Fidelity is authorized to execute this Agreement; (iii) the execution, consent or acknowledgement of no other party is necessary in order to validate Fidelity's entry into and performance of this Agreement; (iv) Fidelity's entry into and performance of this Agreement do not violate any agreement, contract or other arrangement binding on Fidelity; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Fidelity. 5.1.3 In purchasing the Shares, Fidelity is not relying upon any representation or warranty whatsoever by Seller other than those expressly set forth in this Agreement. Fidelity has performed such diligence as it deems appropriate with respect to the terms and conditions of the Shares and the business and prospects of the Company. 5.1.4 Fidelity is aware that the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, accordingly, will be "restricted securities" which cannot be resold unless they are registered under the Securities Act of 1933, as amended, and any other applicable securities laws, unless exemptions from such laws are available and the exemptions are established through procedures satisfactory to the Company. 5.1.5 Fidelity is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Upon Fidelity's acquisition of the Shares, no other person will be a beneficial owner thereof. 5.1.6 Fidelity is an "accredited investor," as such term is defined in Rule 501(a) issued by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.
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BY FIDELITY. Fidelity represents and warrants to Rxxxx as follows:
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BY FIDELITY. Fidelity represents and warrants to MGEN as follows.
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Related to BY FIDELITY

  • Fidelity The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers and trustees.

  • Fidelity Bonds Seller has purchased fidelity bonds and policies of insurance, all of which are in full force and effect, insuring Seller, Buyer and the successors and assigns of Buyer in the greater of (a) Five Hundred Thousand Dollars ($500,000), (b) the amount required by the Approved Takeout Investor and (c) the amount required by any other Takeout Guidelines, against loss or damage from any breach of fidelity by Seller or any officer, director, employee or agent of Seller, and against any loss or damage from loss or destruction of documents, fraud, theft, misappropriation, or errors or omissions.

  • Fidelity Bond The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

  • Reporting of Total Compensation of Subrecipient Executives 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if-- i. in the subrecipient's preceding fiscal year, the subrecipient received-- (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at xxxx://xxx.xxx.xxx/answers/execomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year.

  • Errors State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

  • Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy (a) The Master Servicer, at its expense, shall maintain in effect a Fidelity Bond and an Errors and Omissions Insurance Policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The Errors and Omissions Insurance Policy and the Fidelity Bond shall be in such form and amount that would meet the requirements of FNMA or FHLMC if it were the purchaser of the Mortgage Loans. The Master Servicer shall (i) require each Servicer to maintain an Errors and Omissions Insurance Policy and a Fidelity Bond in accordance with the provisions of the applicable Servicing Agreement, (ii) cause each Servicer to provide to the Master Servicer certificates evidencing that such policy and bond is in effect and to furnish to the Master Servicer any notice of cancellation, non-renewal or modification of the policy or bond received by it, as and to the extent provided in the applicable Servicing Agreement, and (iii) furnish copies of the certificates and notices referred to in clause (ii) to the Trustee upon its request. The Fidelity Bond and Errors and Omissions Insurance Policy may be obtained and maintained in blanket form. (b) The Master Servicer shall promptly report to the Trustee any material changes that may occur in the Master Servicer Fidelity Bond or the Master Servicer Errors and Omissions Insurance Policy and shall furnish to the Trustee, on request, certificates evidencing that such bond and insurance policy are in full force and effect. The Master Servicer shall promptly report to the Trustee all cases of embezzlement or fraud, if such events involve funds relating to the Mortgage Loans. The total losses, regardless of whether claims are filed with the applicable insurer or surety, shall be disclosed in such reports together with the amount of such losses covered by insurance. If a bond or insurance claim report is filed with any of such bonding companies or insurers, the Master Servicer shall promptly furnish a copy of such report to the Trustee. Any amounts relating to the Mortgage Loans collected by the Master Servicer under any such bond or policy shall be promptly remitted by the Master Servicer to the Trustee for deposit into the Certificate Account. Any amounts relating to the Mortgage Loans collected by any Servicer under any such bond or policy shall be remitted to the Master Servicer to the extent provided in the applicable Servicing Agreement.

  • Malicious Use of Orphan Glue Records Registry Operator shall take action to remove orphan glue records (as defined at xxxx://xxx.xxxxx.xxx/en/committees/security/sac048.pdf) when provided with evidence in written form that such records are present in connection with malicious conduct.

  • COMPENSATION OF SUB-ADVISER The Adviser will pay the Sub-Adviser a fee with respect to each of the Portfolio(s) as specified in Appendix A to this Agreement. Payments shall be made to the Sub-Adviser on or about the fifth day of each month; however, this fee will be calculated daily for each of the Portfolio(s) based on the net assets thereof on each day and accrued on a daily basis.

  • Retention of Sub-Adviser Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

  • ERRORS AND OMISSIONS RELATED TO DATA Board errors and retroactive adjustments shall be the responsibility of the Board.

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