Contracts with Clients. Each of the Company and its Subsidiaries is in compliance with the terms of each Contract with any Client, and each such Contract is in full force and effect with respect to the applicable Client. There are no disputes pending or threatened with any Client under the terms of any such Contract or with any former Client.
Contracts with Clients. (i) Each of IJL and its Subsidiaries is in compliance with the terms of each Contract with any Client, and each such Contract is in full force and effect with respect to the applicable Client. There are no disputes pending or threatened with any Client under the terms of any such Contract or with any former Client other than disputes arising in the ordinary course of business of IJL and its Subsidiaries. IJL has made available to Wachovia true and complete copies of all advisory, sub-advisory and similar agreements with any Clients.
(ii) Except as Previously Disclosed, each extension of credit by IJL or any of its Subsidiaries to any Client (A) is in full compliance with Regulation T of the Federal Reserve System or any substantially similar regulation of any governmental or regulatory agency or authority, (B) is fully secured and (C) IJL or one or more of its Subsidiaries, as the case may be, has a first priority perfected security interest in the collateral securing such extension of credit.
Contracts with Clients. Except for instances of ---------------------- noncompliance with the following representations (Section 4.01(O)(3)(a-b)) ----------------------- which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company:
(a) Each of the Company and the Company Subsidiaries is in compliance with the terms of each Contract with any customer to whom the Company or any Company Subsidiary provides services under any Contract (a "Client"), and each such Contract is in full force and effect with respect to the applicable Client. There are no disputes pending or, to the Company's knowledge, threatened with any Client under the terms of any such Contract or with any former Client. The Company has provided or made available to First Union true and complete copies of the standard form of all advisory, sub-advisory and similar agreements with Clients; and
(b) Each extension of credit by the Company or any of the Company Subsidiaries to any Client (i) is in full compliance with Regulation T of the Federal Reserve Board or any substantially similar regulation of any Regulatory Authority, (ii) is fully secured, and (iii) the Company or a Company Subsidiary, as the case may be, has a first priority perfected security interest in the collateral securing such extension.
Contracts with Clients. The Company and its Subsidiaries are in material compliance with the terms of each contract with any customer to whom the Company or such Subsidiary provides services under any contract ("Company Client"), and each such contract is in full force and effect with respect to the applicable Company Client. Except as disclosed in Section 3.27 of the Company Disclosure Schedule, there are no Material disputes pending or threatened with respect to any former Company Client. The Company has made available to Parent true and complete copies of all advisory, sub-advisory and similar agreements with any Company Client. Except to the extent that it does not or would not reasonably be expected to have a Material Adverse Effect on the Company, each extension of credit by the Company or any of its Subsidiaries to any Company Client (i) is in full compliance with Federal Reserve Board Regulation T or any substantially similar regulation of any Governmental Authority and, (ii) is fully secured, and the Company or such Subsidiary has a first priority perfected security interest in the collateral securing such extension of credit.
Contracts with Clients. Parent and its Subsidiaries are in material compliance with the terms of each contract with any customer to whom Parent or such Subsidiary provides services under any contract ("Parent Client"), and each such contract is in full force and effect with respect to the applicable Parent Client. There are no Material disputes pending or threatened with respect to any former Parent Client. Except to the extent that it does not or would not reasonably be expected to have a Material Adverse Effect on Parent, each extension of credit by Parent or any of its Subsidiaries to any Parent Client (i) is in full compliance with Federal Reserve Board Regulation T or any substantially similar regulation of any Governmental Authority and, (ii) is fully secured, and Parent or such Subsidiary has a first priority perfected security interest in the collateral securing such extension of credit.
Contracts with Clients. Except for instances of noncompliance with the following representations (SECTION 4.01(O)(3)(A-B)) which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company:
(A) Each of the Company and the Company Subsidiaries is in compliance with the terms of each contract with any customer to whom the Company or any Company Subsidiary provides services (a "Client"), and each such contract is in full force and effect with respect to the applicable Client. There are no disputes pending or, to the Company's knowledge, threatened with any Client under the terms of any such contract or with any former Client. The Company has provided or made available to First Union true and complete copies of the standard form of all advisory, sub-advisory and similar agreements with Clients; and
(B) Each extension of credit by the Company or any of the Company Subsidiaries or, to the knowledge of the Company, by Fiserv Clearing, Inc. ("Fiserv") or Bear Stearns Cxxxxxxx, Inc. ("Bear Stearns") to any Client (i) xx xx full compliance with Regulation T of the Federal Reserve Board or any substantially similar regulation of any Regulatory Authority, (ii) is fully secured, and (iii) the Company or a Company Subsidiary or, to the knowledge of the Company, Fiserv or Bear Stearns, as the case may xx, xxs a first priority perfected security interest in the collateral securing such extension.
Contracts with Clients. Except as set forth on Schedule 4.01(N)(iii) of the Disclosure Letter, or for instances of noncompliance which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, each of the Company and the Company Subsidiaries is in compliance with the terms of each contract with any customer to whom the Company or any Company Subsidiary provided goods or services in excess of $100,000 in 2002, or reasonably expects to provide such amount of goods or services in 2003 (each, a “Client”) and there are no side letters, oral or written promises, or contract modifications outside the scope of the Company’s standard agreements with any such Client and each such contract is in full force and effect with respect to the applicable Client. Except as described on Schedule 4.01(N)(iii) of the Disclosure Letter, there are no disputes pending or threatened in writing, or complaints Table of Contents outstanding with any Client under the terms of any such contract or with any former Client which individually or in the aggregate would be reasonably likely to have a Material Adverse Effect or which would indicate any epidemic failure of any function of any Product.
Contracts with Clients. Attached hereto as Schedule 4.7 (the "Schedule of Contracts") is a true and accurate copy of each form of Indenture, trustee/paying agent/registrar agreement and XXX Simplifier Agreement to which Colonial is a party with respect to its Corporate Trust Business. Colonial has in place an indenture and a trustee/paying agent/registrar agreement in substantially one of the forms attached as Schedule 4.7 and appropriate collateral documents with regard to each of the church bond accounts serviced by its Corporate Trust division and XXX Simplifier Agreement in substantially the form attached as a part of Schedule-4.7 for each XXX account serviced by its Corporate Trust division. The indentures, trustee/paying agent/registrar agreements and associated collateral agreements and XXX Simplifier Agreements are each a "Contract" for purposes hereof. Unless otherwise set forth on Schedule 4.7, no consent is required from any third party in order for such Contract to be assigned, assumed or otherwise transferred to First State Bank pursuant to the transactions contemplated by this Agreement. Colonial is in material compliance with the terms and conditions of each Contract and each Contract is in full force and effect, enforceable in accordance with its terms and no breach has occurred with respect to such Contracts. Except as set forth on Schedule 4.5, there are no disputes pending, or to the best of Colonial's knowledge, threatened with respect to any of the Contracts or with any terminated or expired Contract. An updated Schedule of Contracts and Schedule 4.7 containing information current as of the close of business no more than five (5) Business Days prior to the Closing Date shall be delivered to First State Bank at the Closing and a final Schedule of Contracts and Schedule 4.7 shall be attached to the Final Settlement Statement.
Contracts with Clients. It is expected that:
(a) the Company will provide its services (collectively, "Client Services") to Clients of the Company ("Clients") principally pursuant to written contracts ("Client Contracts") with Clients; and
(b) for the foreseeable future, a substantial portion of Client Services will be performed for Clients by MSS and NCI personnel, on behalf of the Company pursuant to contracts between MSS, NCI and the Company, including the services of the Manager.
Contracts with Clients. (1) Each of the Company and its Subsidiaries is in compliance with the terms of each Contract with any Client, and each such Contract is in full force and effect with respect to the applicable Client. There are no disputes pending or threatened with any Client under the terms of any such Contract or with any former Client. The Company has made available to the Acquiror true and complete copies of all advisory, sub-advisory and similar agreements with any Clients.
(2) Each extension of credit by the Company or any of its Subsidiaries to any Client (A) is in full compliance with Regulation T of the Federal Reserve System or any substantially similar regulation of any governmental or regulatory agency or authority, (B) is fully secured and (C) the Company or one or more of its Subsidiaries, as the case may be, has a first priority perfected security interest in the collateral securing such extension of credit.
