Compliance with Investment Guidelines Sample Clauses

Compliance with Investment Guidelines. Each of the investment guidelines set forth in Section 4.5.1 will be calculated solely at the time of investment by the Company in the applicable Investment and at the prevailing currency exchange rate and based on the industry/sector or country of origin at the time the investment is made; provided that the investment guideline set forth in Section 4.5.1(a) will be calculated at the time of the post-closing modification. In addition, in calculating the investment limit in Section 4.5.1(g), equity or equity-like instruments received by the Company pursuant to an exercise of remedies with respect to an Investment or any workout or restructuring of an Investment shall not be included in any calculation of such cap. No violation of any of the foregoing guidelines shall be deemed to have occurred as a result of any changes subsequent to the time an initial investment (or, with respect to Section 4.5.1(a), a post-closing modification) is made, including, without limitation, the performance of such investment, a reclassification of the industry or sector or any changes in its value subsequent to the date of initial investment. The Investment Adviser’s determinations with respect to the matters set forth in Section 4.5 are based on valuations in possession of the Investment Adviser at the time of investment by the Company in the applicable Investment (which may be based on estimates) and will be made reasonably and in good faith, and such determinations shall be conclusive and binding upon the Members. Any or all of the above guidelines and targets may be amended or waived in writing by a majority-in-interest of the Members. The Investment Adviser gives no warranty as to the performance or profitability of the Company or any Investment, and no guarantee that any investment objectives, expectations or targets with respect to the Company or prospective or actual Investments will be achieved.
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Compliance with Investment Guidelines. The Portfolio Manager will comply with and perform its obligations in all material respects with respect to the Investment Guidelines in accordance with terms thereof.
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Compliance with Investment Guidelines. The assets held by the Company in its total asset portfolio on the Determination Date shall be consistent with the investment guidelines set forth on Schedule 7.2(h) attached hereto; provided, however, that not less than thirty-four percent (34%) of the Company's total asset portfolio on the Determination Date shall consist of the asset types listed on Schedule 7.2(h) attached hereto.
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Compliance with Investment Guidelines. The Borrower will, and will cause each of its Subsidiaries that is a Regulated Insurance Company to comply with the investment guidelines established from time to time by the Board of Directors of the Borrower.
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Compliance with Investment Guidelines. Each of the investment guidelines set forth in 4.5.1 will be calculated solely at the time of initial investment by the Company in an Investment based on information with respect to Investments provided to the Investment Adviser (which may or may not be current) and, as applicable, on the basis of cost and calculated at the prevailing currency exchange rate at the time the investment is made. No violation of any of the foregoing guidelines shall be deemed to have occurred as a result of any changes subsequent to the time an initial investment is made, including, without limitation, the performance of such investment or any changes in its value subsequent to the date of initial investment. In making a determination as to whether a proposed investment would be in compliance with the foregoing investment guidelines, the Investment Adviser shall use its good faith judgment based on actual knowledge gained through standard due diligence procedures, and the Investment Adviser shall not be required to make any additional inquiry or perform additional due diligence in order to comply with such guidelines. The Company’s compliance with the above investment guidelines may not be achieved over the life of the Company or during any particular period, because of (i) the lack of appropriate applicable investment opportunities, (ii) changes in the duration of, including an early termination of, a Commitment Period, (iii) changes in the amount and/or timing of offerings by Portfolio Companies or (iv) other reasons. If the Investment Adviser becomes aware of a breach of any of the foregoing investment guidelines after the Closing Date, the Investment Adviser will use commercially reasonable efforts to mitigate such breach promptly (including, potentially, by using commercially reasonable efforts to restructure the relevant Investment, dispose of the Company’s interest in such Investment to a third-party or exclude the Company from participating in the relevant Investment). For the avoidance of doubt, in no event will the Investment Adviser have any obligation to acquire any Investment or interest therein. Disposition of any such Investment by the Company may be difficult and may only be possible for a price materially below the cost of such Investment and/or the Investment Adviser’s estimate of its current value and/or potential future realization value. Compliance with the above investment guidelines will restrict the universe of investments available to the Company and m...
Sample 1
Compliance with Investment Guidelines. Clearwater shall instruct the Investment Advisors of the Excess Account, Economic Account and Surplus Account portfolios to comply with their respective Investment Guidelines existing as of the Closing Date (the “Old Guidelines”) within one (1) month of date hereof. The amendments to the Investment Guidelines contained in Section 6(e) hereof shall apply only on a prospective basis and the Investment Advisors shall not be required to liquidate assets to bring the portfolios into compliance with the Investment Guidelines as amended hereby, except to the extent necessary to bring the portfolios into compliance with the Old Guidelines.
Sample 1
Compliance with Investment Guidelines. (i) In the event of non-compliance with the Investment Guidelines as of the end of any Accounting Period following the occurrence of the Initial Funding Event, subject to clause (ii) of this Subparagraph B with respect to Passive Exceptions, the Reinsurer will include notice of such non- compliance in the Investment Compliance Certification and cure such non- compliance within [REDACTED] following its delivery to the Ceding Company of its Investment Compliance Certification that showed such non-compliance or within such other time period as agreed upon by the parties. (ii) To the extent that changes to the assets in the Trust Account are due to (a) a rating downgrade, (b) a restructuring of an asset by a Person other than the Reinsurer, or (c) other external action causes non-compliance with the Investment Guidelines ("Passive Exception"), the Reinsurer shall consult with the Ceding Company to (x) develop a course of corrective actions to be taken by the Reinsurer to bring the Trust Account into compliance with the Investment Guidelines, (y) receive a written waiver from the Ceding Company (in the Ceding Company's reasonable good faith discretion) excusing such non-compliance or (z) otherwise take such corrective actions to bring the Trust Account into compliance with the Investment Guidelines within [REDACTED] of the parties' agreement with respect to such corrective actions or another agreed upon reasonable time-frame. During the continuance of a Passive Exception, any purchase, transfer or sale of Eligible Assets must not cause greater non-compliance with the Investment Guidelines. Further, a Passive Exception shall not be deemed a breach of the Investment Guidelines; however, any purchase, transfer or sale of Eligible Assets must comply with the Investment Guidelines taking into account any such Passive Exception position existing within the Trust Account.
Sample 1
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Related to Compliance with Investment Guidelines

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

  • Compliance with Policies Each Individual Limited Partner hereby agrees that he shall comply with all policies and procedures adopted by any member of the Och-Ziff Group or which Limited Partners are required to observe by law, or by any recognized stock exchange, or other regulatory body or authority.

  • Compliance with FINRA Rules The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by FINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

  • Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).

  • Compliance with Standards Although the standards for workmanship, material, and equipment have been selected in these specifications as a basis of reference, standards and specifications of the other bank member countries and recommendations of standards international organizations will be acceptable provided they are substantially equivalent to the designated standards and provided furthermore that the contractor submits for approval detailed specifications which he proposes to use. Reference to brand names or catalog numbers if any in these specifications have been made only for that equipment for which it has been determined that a degree of standardization is necessary to maintain certain essential features. And in certain cases such references have also been made for purposes of convenience to specify the requirements, in either case offers of alternative goods, which have similar characteristics and provide performance and quality at lease equal to those specified are acceptable. If the contractor offers materials, equipment, design calculations or tests, which conform to standards other than those specified, full details of the differences between the proposed standards and that specified in so far as they affect the design or purpose of the equipment, are to be supplied by the contractor if called upon to do so by the engineer, where required by the engineer for approval purposes, the contractor shall supply, without charge, duplicate copies of the proposed standards with English translations of the relevant portions. The contractor shall have available in his place of business (or in his supplier’s works) the relevant copies of standards or codes used for the use of the Engineer.

  • Compliance with Instructions We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with Instruments The execution, delivery and performance of this Agreement and the Escrow Agreement, the compliance with the terms and provisions hereof and the consummation of the transactions contemplated herein, therein and in the Registration Statement and Prospectus by the Company, do not and will not violate or constitute a breach of, or default under (i) the memorandum or articles of association of the Company; (ii) any of the material terms, provisions, or conditions of any material instrument, agreement, or indenture to which the Company is a party or by which it is bound or by which its business, assets, investments or properties may be affected; or (iii) any order, statute, rule, or regulation applicable to the Company, or any of its business, investments, assets or properties, of any court or (to the knowledge of the Company) any governmental authority or agency having jurisdiction over the Company, or any of its business, investments, properties or assets; and to the knowledge of the Company do not and will not result in the creation or imposition of any lien, charge, claim, or encumbrance upon any property or asset of the Company.

  • Compliance with Investment Company Act The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case that are applicable to the Borrower and its Subsidiaries.

  • COMPLIANCE WITH SEC RULES If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

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