Cash Amount. The Participant hereby agrees that, in connection with a Purchase Order for a Fund investing only in securities of issuers domiciled in the United States (“Domestic Fund”), whether for itself or any party for which it acts, it will make available on or before the contractual settlement date (the “Contractual Settlement Date”), immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance of the Purchase Order, together with the applicable Transaction Fee. The Participant hereby agrees that, in connection with a Purchase Order for a Global Fund, whether for itself or any party for which it acts, it will make available at least one day before the Contractual Settlement Date, immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance of the Purchase Order, together with the applicable Transaction Fee. Any excess funds will be returned following settlement of the Purchase Order. The Participant should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Balancing Amount. The Participant hereby agrees to ensure that the Balancing Amount will be received by the issuing Fund in accordance with the terms of the Fund Documents and this Agreement, and in the event payment of such Balancing Amount has not been so made, the Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the amount of the Balancing Amount, plus other reasonable costs and interest, as computed at such reasonable rate as may be specified by the Fund from time to time. The Participant shall be liable to the Custodian, any sub-custodian or the Trust for any amounts advanced by the Custodian or any sub-custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Balancing Amount. Computation of the Balancing Amount shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Participant and not the Trust.
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Samples: Authorized Participant Agreement (Arrow Investments Trust), Authorized Participant Agreement (Northern Lights ETF Trust)
Cash Amount. The Participant hereby agrees that, in connection with a Purchase Order for a Fund investing only in securities of issuers domiciled in the United States (“Domestic Fund”)Order, whether for itself or any party for which it acts, it will make available on or before the contractual settlement date (the “Contractual Settlement Date”), immediately available or same day funds estimated by means satisfactory to the Trust to be sufficient to pay Trust, and in accordance with the Balancing Amount next determined after acceptance provisions of the Purchase Order, together with the applicable Transaction Fee. The Participant hereby agrees that, in connection with a Purchase Order for a Global Fund, whether for itself or any party for which it acts, it will make available at least one day before the Contractual Settlement DateFund Documents, immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Cash Amount next determined after acceptance of the Purchase Order, together with the applicable Transaction Feepurchase transaction fee. Any excess funds will be returned following settlement of the Purchase Order. The Participant should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Balancing Cash Amount. The Participant hereby agrees to ensure that the Balancing Cash Amount will be received by the issuing Fund in accordance with the terms of the Fund Documents and this AgreementDocuments, but in any event on or before the Contractual Settlement Date, and in the event payment of such Balancing Cash Amount has not been so mademade in accordance with the provisions of the Fund Documents or by such Contractual Settlement Date, the Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the amount of the Balancing Cash Amount, plus other reasonable costs and interest, as computed at such reasonable rate as may be specified by the Fund from time to time. The Participant shall be liable to the Custodian, any sub-custodian or the Trust for any amounts advanced by the Custodian or any sub-custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Balancing Cash Amount. Computation of the Balancing Cash Amount shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit SecuritiesInstruments, which shall be the sole responsibility of the Participant and not the Trust.
Appears in 2 contracts
Samples: Authorized Participant Agreement (Virtus ETF Trust II), Authorized Participant Agreement (ETF Series Trust)
Cash Amount. The Participant hereby agrees that, in connection with a Purchase Order for a Fund investing only in securities of issuers domiciled in the United States (“Domestic Fund”), whether for itself or any party for which it acts, it will make available on or before the contractual settlement date (the “Domestic Contractual Settlement Date”Date (defined below), immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance of the Purchase OrderAmount, together with the applicable Transaction Fee. The “Domestic Contractual Settlement Date” is the earlier of (i) the trade date plus two (T +2 ) Business Days or (ii) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust. The Participant hereby agrees that, in connection with a Purchase Order for a Fund not investing only in securities of issuers domiciled in the United States (“Global Fund”), whether for itself or any party for which it acts, it will make available at least one day before the International Contractual Settlement DateDate (defined below), immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance of the Purchase OrderAmount, together with the applicable Transaction Fee. The “International Contractual Settlement Date” with respect to each Global Fund is the earlier of (i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust or (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where any of the securities of such Global Fund are customarily traded. Any excess funds will be promptly returned following settlement of the Purchase Order. The Participant should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Balancing Amount. The Participant hereby agrees to ensure that the Balancing Amount will be received by the issuing Fund in accordance with the terms of the Fund Documents and this Agreement, and in the event payment of such Balancing Amount has not been so made, the Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to promptly pay the amount of the Balancing Amount, plus other reasonable costs and interest, as computed at such reasonable rate as may be specified by the Fund from time to time. Amount The Participant shall be liable to the Custodian, Custodian or any sub-custodian or the Trust for any amounts advanced by the Custodian or any sub-custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Balancing Amount. Computation of the The Balancing Amount shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Participant and not the Trust.
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Samples: Authorized Participant Agreement (Two Roads Shared Trust)
Cash Amount. The Participant hereby agrees that(a) At least two days prior to the Closing Date, in connection with Coeur shall deliver to the Buyer a Purchase Order for a Fund investing only in securities of issuers domiciled in the United States (“Domestic Fund”), whether for itself or any party for which it acts, it will make available on or before the contractual settlement date good faith estimate (the “Contractual Settlement Pre-Closing Cash Certificate”) of the amount of Cash of the Company as of the earlier of (x) the close of business on January 31, 2018 and (y) the Closing (the “Cash Date”).
(b) As soon as reasonably practicable and in no event later than 20 days following the Closing, immediately available or same day funds estimated by Buyer shall deliver a certificate from its chief financial officer to Coeur setting forth in reasonable detail, and certifying to, the Trust to be sufficient to pay the Balancing Amount next determined after acceptance amount of Cash of the Purchase OrderCompany at the Cash Date (the “Post-Closing Cash Certificate”). If the amount of Cash set forth in the Post-Closing Cash Certificate exceeds the amount of Cash set forth in the Pre-Closing Cash Certificate, such excess amount shall be apportioned and added to the principal amount of the Notes and paid to the Sellers together with the applicable Transaction FeeBuyer’s repayment of the Notes. If the amount of Cash set forth in the Pre-Closing Cash Certificate exceeds the amount of Cash set forth in the Post-Closing Cash Certificate, then such excess amount shall be apportioned and deducted from the principal amount of the Notes. The Participant hereby agrees that, in connection with a Purchase Order for a Global Fund, whether for itself or parties agree to take all action reasonably necessary to promptly effectuate any party for which it acts, it will make available at least one day before such change to the Contractual Settlement Date, immediately available or same day funds estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance principal amount of the Purchase OrderNotes, together with the applicable Transaction Fee. Any excess funds will be returned following settlement of the Purchase Order. The Participant should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Balancing Amount. The Participant hereby agrees including making appropriate adjustments to ensure that the Balancing Amount will be received by the issuing Fund in accordance with the terms of the Fund Documents and this Agreement, and in the event payment of such Balancing Amount has not been so made, the Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the amount of the Balancing Amountmonthly installment payments of the Notes.
(c) The Buyer and the Company will provide Coeur and its Representatives (at Coeur’s own expense) reasonable access, plus during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and to any other reasonable costs information reasonably requested for purposes of reviewing the amounts and interest, as computed at such reasonable rate as may be specified by calculations set forth in the Fund from time to timePost-Closing Cash Certificate. The Participant Buyer and the Company shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the amounts set forth in the Post-Closing Cash Certificate; provided, that such accountants shall not be liable obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after Coeur has signed an agreement relating to access to such work papers in form and substance acceptable to such accountant.
(d) Between the Cash Date and the Closing Date (if applicable), the Company shall not pay any (i) dividend or distribution of profits to the CustodianSellers or (ii) management fees, any sub-custodian advisory fees or the Trust for any amounts advanced by the Custodian or any sub-custodian in its sole discretion similar service fees to the Participant for payment Sellers. In the event any such payments are made between the Cash Date and the Closing Date, the parties agree to appropriately adjust the principal amount of the amounts due and owing for the Balancing Amount. Computation of the Balancing Amount shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Participant and not the TrustNotes.
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