COVENANTS OF BANK a) For each purchase or redemption transaction under this Agreement (each, a "Transaction"), Bank will:
1) be authorized to engage in the Transaction;
2) act as agent for the Customer, unless Bank is the Customer;
3) act solely at the request of and for the account of the Customer, unless Bank is the Customer;
4) not submit an order unless Bank has already received the order from the Customer, unless Bank is the Customer;
5) not offer to sell shares of Fund(s) or submit a purchase order unless Bank has already delivered to the Customer a copy of the then current prospectuses for the Fund(s) whose shares are offered or are to be purchased;
6) not withhold placing any Customer's order for the purpose of profiting from the delay or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher Fee (as defined in Paragraph 5(e) below) applicable to a Transaction in an amount below the breakpoint;
7) have no beneficial ownership of the securities in any purchase Transaction (the Customer will have the full beneficial ownership), unless Bank is the Customer (in which case, Bank will not engage in the Transaction unless the Transaction is legally permissible for Bank);
8) not accept or withhold any Fee (as defined in Paragraph 5(e) of this Agreement) otherwise allowed under Paragraphs 5(d) and (e) of this Agreement, if prohibited by the Employee Retirement Income Security Act of 1974, as amended, or trust or similar laws to which Bank is subject, in the case of Transactions of Fund shares involving retirement plans, trusts, or similar accounts;
9) maintain records of all Transactions of Fund shares made through Bank and furnish FTDI with copies of such records on request; and
COVENANTS OF BANK. Bank hereby covenants and agrees as follows:
COVENANTS OF BANK. (a) For each purchase, redemption or exchange transaction under this Agreement (each, a “Transaction”), Bank will:
1) be authorized to engage in the Transaction;
2) except as otherwise provided herein, act as agent for Customer, unless Bank is the Customer; 3) act solely for the account of Customer, unless Bank is the Customer;
COVENANTS OF BANK. For each Transaction under this Agreement, Bank will:
a) be authorized to engage in the Transaction;
b) act as agent for the Customer;
c) act solely at the request of and for the account of the Customer;
d) not submit an order unless Bank has already received the order from the Customer;
e) not submit a purchase order unless Bank has already delivered to the Customer a copy of the then current prospectus for the Fund(s) whose shares are to be purchased;
f) not withhold placing any Customer's order for the purpose of profiting from the delay;
g) have no beneficial ownership of the securities in any purchase Transaction (the Customer will have the full beneficial ownership), unless Bank is the Customer (in which case, Bank will not engage in the Transaction unless the Transaction is legally permissible for Bank); and
h) not accept or withhold any Fee otherwise allowed under Sections 5(d) and (e) of this Agreement, if prohibited by the Employee Retirement Income Security Act ("ERISA") or trust or similar laws to which Bank is subject, in the case of purchases or redemptions (hereinafter, "Transactions") of Fund shares involving retirement plans, trusts, or similar accounts.
i) maintain records of all sales and redemptions of shares made through Bank and to furnish FTDI with copies of such records on request.
COVENANTS OF BANK. Bank covenants and agrees with Program Manager as follows:
(a) Any litigation or court proceedings filed against Bank, relating to the Card or its use, will be immediately reported to Program Manager. Such report shall include a copy of the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matter.
(b) Bank shall promptly notify Program Manager after Bank engages in any written correspondence related to any Program with any Regulatory Authority having jurisdiction over Program Manager, and shall provide Program Manager with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law.
(c) Bank shall remain (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may be a member of or registered with from time to time.
(d) Bank shall ensure that its deposits remain insured by the Federal Deposit Insurance Corporation in accordance with Applicable Law.
(e) Bank shall (i) maintain sufficient capital to support its deposits and assets, (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change with respect to Bank.
COVENANTS OF BANK. Bank covenants to do the following during the term of this Agreement:
COVENANTS OF BANK. Section 5.1 Pre-Closing Activities. From and after the date of this ---------------------- Agreement until the earlier of the Closing for each Asian Business or until this Agreement shall terminate pursuant to Article XI, except as otherwise agreed in writing, Bank will use reasonable commercial efforts (a) to conduct such Asian Businesses in the ordinary course and in a manner consistent with past practices, except as may otherwise be permitted hereby, or (b) as necessary or appropriate to consummate the transactions contemplated hereby.
COVENANTS OF BANK. Except as provided in this Agreement, during the term of this Agreement, (i) Bank shall take no action (or fail to take any action) which would serve to allow for the creation of a lien, pledge, security interest or other encumbrance on any of the Credit Card Receivables or Accounts, (ii) Bank shall take no action (or fail to take any action) that could result in Bank no longer being the lawful owner of the Accounts and Credit Card Receivables, (iii) Bank shall take no action (or fail to take any action) that could prevent Bank from having the absolute right and authority to sell the Accounts and Credit Card Receivables.
COVENANTS OF BANK. So long as this Agreement remains in effect, BANK shall perform and comply with the covenants contained in this Section.
COVENANTS OF BANK. During the period from the date of this Agreement and continuing until the Effective Time (except as expressly contemplated or permitted by this Agreement or to the extent that Commerce shall otherwise consent in writing, which consent shall not be unreasonably withheld) Bank agrees that it will carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use all reasonable efforts to preserve intact the present business organizations of Bank, maintain the rights and franchises of, and preserve the relationships with customers, suppliers and others having business dealings with, Bank to the end that their goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Without limiting the generality of the foregoing, except as set forth in Section 4.1 of the Bank Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, Bank shall, not without the prior consent of Commerce in writing:
(a) (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except for cash dividends in an amount per share not greater than, and consistent with the manner and frequency of, dividends paid by Bank consistent with any dividends paid in 2005 and 2006, except that if the Closing Date is on a date other than the end of a calendar quarter, Bank may pay a dividend equal to its income immediately before the Closing Date, (ii) set any record or payment dates for the payment of any dividends or distribution on its capital stock except in the ordinary course of business consistent with past practice, (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (iv) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of such capital stock;
(b) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class, any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing.
(c) except as required to perform its obligations under this Agreement, amend or propose to amend its organizational document...
