Client Agreements. Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.
Client Agreements. Vendor will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Vendor, for all terms related to Client’s receipt and use of Products and Services (each, a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted herein directly with Accenture.
Client Agreements. 4.1 The Client has consented to the establishment of a trust by the Dealer for the purpose of the outright transfer by the Dealer of the Underlying Securities to the Trustee to hold for the benefit of the Client. The Client consents to the custody and control of the Underlying Securities and any transfer of those securities to be done by the Trustee on the Client’s behalf.
4.2 The Client:
a. authorises the Dealer to substitute Securities held by the Trustee for the Client with Equivalent Securities owned by the Dealer, from time to time; and
b. consents to netting being conducted with respect to the Client’s account;
c. consents to rollovers being conducted with respect to the Client’s account/does not consent to rollovers being conducted with respect to the Client’s account.
4.3 The Client agrees that the Trustee may appoint a custodian or sub-custodian to hold the Underlying Securities only so long as such appointment is done in accordance with the Retail Repo Regulations and in compliance with the requirements of the Regulator;
4.4 The Client consents to the application of the Trustee’s operating rules to the Transactions under this Agreement; and
4.5 The Client understands and agrees that the price of the Underlying Securities determined by the agreed valuation method is notional and the value of the Underlying Securities may vary from time to time according to market conditions and other factors. In all circumstances, the method of valuation used in connection with this Agreement shall be approved by the Regulator or be the method of valuation recognized by the Regulator and the client agrees to the utilization of and to be bound by such method of valuation.
Client Agreements a) EVERTEC will have no liability or obligation under any Client Agreement, whether through an outsourcing arrangement or through reselling of the Services; provided, however, that EVERTEC shall be responsible to COMPANY, BPPR, and their respective Subsidiaries for any Losses caused by a breach of any of its obligations under this Master Agreement. COMPANY, BPPR, and their respective Subsidiaries will have no authority to bind EVERTEC to any terms or conditions of the Service in connection with or as part of any Client Agreement, except as otherwise provided by the parties in writing.
b) EVERTEC agrees to assist COMPANY, BPPR, and their respective Subsidiaries with the investigation of any claims arising under a Client Agreement. Furthermore, EVERTEC will refer to COMPANY, BPPR, and their respective Subsidiaries any complaint that is received by EVERTEC, in which case, EVERTEC will be notified of the results of any investigation performed by COMPANY, BPPR, or their respective Subsidiaries within five (5) days following the receipt of the referral for investigation.
c) COMPANY, BPPR, and their respective Subsidiaries are responsible for any acts or omissions by Clients that, if performed by COMPANY, BPPR, and their respective Subsidiaries, would constitute a breach of this Master Agreement. COMPANY, BPPR, and their respective Subsidiaries are responsible for all fees and expenses that are payable to EVERTEC under this Master Agreement regardless if COMPANY, BPPR, and their respective Subsidiaries receive payment from the Client for the Services provided. Any charge-back or credit arrangements between COMPANY, BPPR, and their respective Subsidiaries and a Client are the responsibility of COMPANY, BPPR, and their respective Subsidiaries, and do not affect COMPANY, BPPR, and their respective Subsidiaries’ liability for the payment of such fees and expenses.
d) Notwithstanding any limit of liability herein, COMPANY hereby agrees to indemnify, defend, protect and hold harmless EVERTEC Indemnitee from and against any Losses incurred or suffered by, or asserted against, such EVERTEC Indemnitee directly or indirectly in relation to or arising from any claim brought by any Third Party against an EVERTEC Indemnitee based on (i) a Client’s use of the Services in a manner inconsistent with this Master Agreement; and (ii) any breach of a Client Agreement by COMPANY, BPPR, or their respective Subsidiaries or a Client to the extent such breach is not attributable to a bre...
Client Agreements. All terms related to the Client’s receipt of Products and Services (other than the payment, risk of loss, and delivery terms contained herein), are directly between the Vendor (or its manufacturer or supplier) and the Client. Where Vendor has, or will have, negotiated terms and conditions related to payment, risk of loss, or delivery with a Client, applicable to the Products or Services resold (“Client Agreement”), Vendor agrees to apply those Client Agreement terms and conditions to a resale transaction, if requested by Accenture, and such terms will then supersede conflicting terms in this Purchase Order for that resale transaction. If requested by Vendor, Accenture will provide the Client with Vendor’s applicable Client Agreements. Where Vendor does not require an agreement relating to Products or Services, Vendor will provide those Products and Services to Clients under Vendor’s standard terms and conditions.
Client Agreements. (a) Each Parent Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Each Parent RIA Subsidiary and each of its Affiliates has complied with all applicable obligations, requirements and conditions of each Parent Advisory Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) No Parent RIA Subsidiary provides Investment Advisory Services to any Person other than the Parent Advisory Clients. Each Parent RIA Subsidiary provides Investment Advisory Services to Parent Advisory Clients solely pursuant to written Parent Advisory Agreements.
Client Agreements. (a) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No Advisory Client is, to the knowledge of the Company, registered or required to be registered as an investment company under the Investment Company Act. The Company RIA Subsidiary does not sponsor any public or private investment funds.
(b) The Company RIA Subsidiary and each of its Affiliates has complied with all applicable obligations, requirements and conditions of each Advisory Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The Company RIA Subsidiary does not provide Investment Advisory Services to any Person other than the Advisory Clients. Each Company RIA Subsidiary provides Investment Advisory Services to Advisory Clients solely pursuant to written Advisory Agreements.
Client Agreements. (1) Section 2.2(bb) of the Company Disclosure Schedule lists, as of the date hereof, each investment advisory agreement entered into by the Company or any of its Subsidiaries with a client or customer of the Company (the “Clients”) for the purpose of providing investment management or investment advisory services, including any subadvisory services, that involve acting as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or other applicable Law (“Investment Advisory Services”) to such client or customer (each, an “Advisory Agreement”) with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023.
(2) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act and other applicable Law, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(3) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each account of a client of the Company or any of its Subsidiaries is being managed, and has, since January 1, 2021 (or the inception of the relationship, if later), been managed, by the applicable Company RIA Entity in compliance with (i) applicable Law, (ii) the Client’s Advisory Agreement, and (iii) the Client’s written investment objectives, policies and restrictions agreed to by such Company RIA Entity.
(4) No Company RIA Entity provides Investment Advisory Services to any person other than the Clients. Each Company RIA Entity provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements.
(5) To the knowledge of the Company, the execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any party to any Advisory Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Compan...
Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements to which Cheney (in connection with the Xxxxxxss) or the Business is party (the "Client Agreements"). Cheney has furnished Buyer with x xxue copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Cheney (in connection with txx Xxsiness) or the Business provide any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.8, (i) each Client Agreement was entered into in the ordinary course of business of the Business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Cheney nor the Business is in xxxxrial breach or default under any of the Client Agreements and neither has received any notice or claim of any such breach or default from any party, (iv) to the best knowledge and belief of Cheney, the relationship of Chexxx xx the Business with thx xxxents that are parties to the Client Agreements is good and there has been no expression by any such clients to Cheney of any intention to termxxxxx or materially modify any of such relationships, (v) Cheney does not have any knowlexxx xx any material breach or default under any of the Client Agreements by any other party thereto, (vi) no event or action has occurred, is pending or, to Cheney's best knowledge, is thrxxxxxxx, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Cheney, the Business or any otxxx xxrty under any of the Client Agreements and (vii) no material amount claimed to be payable to Cheney or the Business under xxx xf the Client Agreements is being disputed by any client.
(b) Except as set forth in Schedule 6.8.A, (i) for his or its services under each Client Agreement, Cheney or the Business is enxxxxxx to receive the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and neither Cheney nor the Business has prxxxxxx or agreed to offer or accept any discount, offset or concession and (ii) to the best knowledge and belief of Cheney, the payment history xx xxe clients under the ...
Client Agreements. (a) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act, the Investment Company Act (to the extent applicable) and other Applicable Law, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Except as has not had and would not, individually or in the aggregate, have a Company Material Adverse Effect, each Client’s account is being managed, and has since January 1, 2018 (or inception of the relationship, if later) been managed, by the applicable Company RIA Subsidiary in compliance with (i) Applicable Law, (ii) the Client’s Advisory Agreement, and (iii) the Client’s written investment objectives, policies and restrictions agreed to by such Company RIA Subsidiary.
(c) No Company RIA Subsidiary provides Investment Advisory Services to any Person other than the Clients. Each Company RIA Subsidiary provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements.
(d) Section 4.16(d) of the Company Disclosure Schedule sets forth, as of the Base Date, (i) with respect to the Non-SMA Base RRR, the Base Date Assets Under Management and the Company’s good faith and best estimate of the aggregate amount of Base Date Revenue Run-Rate, and (ii) with respect to the SMA Base RRR, the Company’s good faith and best estimate of the aggregate amount of Base Date Assets Under Management and the aggregate amount of Base Date Revenue Run-Rate, in each case for all Clients. The Base Date Certificate is complete and accurate.
