CA/NV Inclusion. With respect to the CA/NV Sites only, Crown shall have received, on or prior to the day that is 5 business days prior to the Initial Closing Date, the CA/NV Consent and Acknowledgment.
CA/NV Inclusion Sample Clauses
Related to CA/NV Inclusion
Number; Inclusion references to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”;
Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.
Shares Includable Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.
Services Included in Annual Fee Per Fund Advisor Information Source – On-line access to portfolio management and compliance information. § Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting. § USBFS Legal Administration (e.g., registration statement update) Pricing Services** § $___- Domestic Equities, Options, ADRs § $___- Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates, Mortgage Backed Securities § $___- CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, High Yield Bonds § $___- Bank Loans § $___- Credit Default Swaps § $___- Swaptions, Index Swaps § $___- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps Corporate Action & Manual Pricing Services § $___/Foreign Equity Security per Month for Corporate Action Service § $___/Domestic Equity Security per Month for Corporate Action Service § $___ /Month Manual Security Pricing (>10/day) Fair Value Services (Charged at the Complex Level)** § $___on the First 100 Securities § $___on the Balance of Securities NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non- standard security type which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements. Exhibit F (continued) to the Trust for Advised Portfolios Fund Administration Servicing Agreement Fund Accounting, Fund Administration & Portfolio Compliance, and Chief Compliance Officer (CCO) Services Fee Schedule (continued) at August, 2014 Chief Compliance Officer Annual Fees (Per Advisor Relationship/Fund)* § $___for the first fund (subject to Board approval) § $___for each additional fund (subject to change based on Board review and approval) § $___/sub-advisor per fund Out-Of-Pocket Expenses Including but not limited to corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.
Qualified Small Business The Company represents and warrants to ------------------------ the Investors that, to its knowledge, the Shares should qualify as "Qualified Small Business Stock" as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the "Code") as of the date hereof.
Distribution Limitation Notwithstanding any other provision in this Article 5, the General Partner shall have the power, in its reasonable discretion, to adjust the distributions to the Special Limited Partner to the extent necessary to avoid violations of the “2%/25% Guidelines” as described in the Advisory Agreement.
Mutual Fund Entity Name Reference ID Entity Type Virginia Tax-Free Bond Fund VAB Mutual Fund - Series X. Xxxx Price Summit Funds, Inc. SIF Mutual Fund - Parent X. Xxxx Price Summit Cash Reserves Fund SCR Mutual Fund - Series X. Xxxx Price Summit Municipal Funds, Inc. SMF Mutual Fund - Parent X. Xxxx Price Summit Municipal Income Fund SMI Mutual Fund - Series X. Xxxx Price Summit Municipal Intermediate Fund SMT Mutual Fund - Series X. Xxxx Price Summit Municipal Money Market Fund SMM Mutual Fund - Series X. Xxxx Price Tax-Efficient Funds, Inc. TEF Mutual Fund - Parent X. Xxxx Price Tax-Efficient Equity Fund TMC Mutual Fund - Series X. Xxxx Price Tax-Exempt Money Fund, Inc. TEM Mutual Fund X. Xxxx Price Tax-Free High Yield Fund, Inc. TFH Mutual Fund - Parent X. Xxxx Price Tax-Free Income Fund, Inc. TFI Mutual Fund - Parent X. Xxxx Price Tax-Free Short-Intermediate Fund, Inc. TFS Mutual Fund - Parent X. Xxxx Price Tax-Free Ultra Short-Term Bond Fund TUS Mutual Fund - Series X. Xxxx Price U.S. Bond Enhanced Index Fund, Inc. UBX Mutual Fund X. Xxxx Price U.S. Large-Cap Core Fund, Inc. LCF Mutual Fund - Parent X. Xxxx Price U.S. Treasury Funds, Inc. USTF Mutual Fund - Parent U.S. Treasury Intermediate Fund USI Mutual Fund - Series U.S. Treasury Long-Term Fund USL Mutual Fund - Series U.S. Treasury Money Fund UST Mutual Fund - Series X. Xxxx Price Value Fund, Inc. VAL Mutual Fund - Parent '40 Act Registered Fund of Funds X. Xxxx Price Retirement Funds, Inc. RDF Mutual Fund - Parent X. Xxxx Price Retirement 2005 Fund RPJ Mutual Fund - Series X. Xxxx Price Retirement 2010 Fund RPA Mutual Fund - Series 50 Mutual Fund Entity Name Reference ID Entity Type
Reg AB Item 1119 Affiliations and Relationships Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor EXHIBIT V Form 8-K Disclosure Information FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus All parties with respect to any agreement entered into by such party Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. All parties with respect to any agreement entered into by such party Item 1.03- Bankruptcy or Receivership Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following: Depositor ▪ Sponsor (Seller) Depositor/Sponsor (Seller) ▪ Depositor Depositor ▪ Master Servicer Master Servicer ▪ Affiliated Servicer Servicer ▪ Other Servicer servicing 20% or more of the pool assets at the time of the report Servicer ▪ Other material servicers Servicer ▪ Trustee Trustee ▪ Trust Administrator Trust Administrator ▪ Significant Obligor Depositor ▪ Credit Enhancer (10% or more) Depositor ▪ Derivative Counterparty Depositor ▪ Custodian Custodian Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders. Depositor Master Servicer Trust Administrator Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to document defining the rights of Certificateholders, including the Pooling and Servicing Agreement. Trust Administrator/Trustee/Depositor (with respect to each, only to the extent it is a party to any such documents)
Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
