Custody Agreement. The parties understand and agree that this Loan Servicing Agreement shall be subject to the term and conditions of the Custody Agreement. In the event of any inconsistency between the terms and conditions of the Custody Agreement and the Loan Servicing Agreement, the terms and conditions of the Loan Servicing Agreement shall govern.
Custody Agreement. The Power of Attorney and related Custody Agreement with respect to such Selling Stockholder have been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Custody Agreement. Such Selling Stockholder has full right, power and authority to enter into a Letter of Transmittal and Custody Agreement (“Custody Agreement”), with Xxxxx Fargo Bank, National Association, as Custodian (the “Custodian”); pursuant to the Custody Agreement the Selling Stockholder has placed in custody with the Custodian, for delivery under this Agreement, the certificates representing the Securities to be sold by such Selling Stockholder; such certificates represent validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and such certificates were duly and properly endorsed in blank for transfer, or were accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriter, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever.
Custody Agreement. Such Selling Shareholder has full right, power and authority to execute and deliver this Agreement and the Custody Agreement signed by such Selling Shareholder and the Company, as custodian (in such capacity, the “Custodian”), relating to the deposit of the Offered Shares to be sold by such Selling Shareholder (the “Custody Agreement”) in connection with the offer and sale of the Offered Shares contemplated herein and to perform its obligations under such agreements.
Custody Agreement. The Custody Agreement is or when executed will be currently in full force and effect and the Seller is or when executed will be in compliance with all of its obligations, covenants or conditions contained in the Custody Agreement.
Custody Agreement. The Selling Shareholder has duly executed and delivered the custody agreement ("Custody Agreement"), in the form heretofore delivered to the Representative. The person designated by the Selling Shareholder in the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether by the death or incapacity of the Selling Shareholder, or by the occurrence of any other event. If any such death or incapacity should occur, or if any other event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for such Common Stock deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.
Custody Agreement. The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated October 11, 2017. SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry SPECIAL SUBCUSTODIANS: DOMESTIC SUBCUSTODIANS: Citibank (Foreign Securities Only) BROADSTONE REAL ESTATE ACCESS FUND UMB BANK, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxx Title: Sole Trustee Title: Vice-President Date: 6.20.18 Date: 6/20/18 EXHIBIT 1 “UMB BANK AGENCY NOTICE” (the “NOTICE”) to [FORMAL NAME OF SUBSCRIPTION AGREEMENT] (“Subscription Agreement”) For Investment by [FUND NAME] In [UNDERLYING SHARE NAME] UMB Bank, n.a., (“UMB”) is providing this [FORMAL NAME OF SUBSCRIPTION AGREEMENT] to which this Notice is attached solely as Custodian and agent for [FUND NAME](“Investor”) and at the direction of [FUND NAME], in connection with the investment by [NAME OF FUND] in interests (“Interests”) of [UNDERLYING SHARE NAME](“Fund”). UMB is acting solely as Custodian in connection with the Investor’s investment in the Fund and holding of Interests. UMB does not exercise any investment responsibility or authority for the Investor, and can act in connection with the assets of the Investor only at the direction of the Investor, and only through authorized representatives of the Investor. UMB receives a fee to provide its services as custodian, but has no economic interest in the Fund. Please be advised that:
Custody Agreement. The Custody Agreement with respect to each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of each such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
Custody Agreement. The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated December 18, 2014. SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry SPECIAL SUBCUSTODIANS: DOMESTIC SUBCUSTODIANS: Citibank (Foreign Securities Only) ASPIRATION FUNDS UMB BANK, N.A. By: /s/Xxxxxx Xxxxxx By: /s/Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Title: President Title: Vice President Date: December 18, 2014 Date: December 19, 2014 APPENDIX B CUSTODY AGREEMENT Updated: March 30, 2015 The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated December 18, 2014, with UMB Bank, n.a. ("Custodian") and Aspiration Funds, and agree to be bound by all the terms and conditions contained in said Agreement: Aspiration Flagship Fund Aspiration US Sustainable Equity Fund ASPIRATION FUNDS Attest: By: Name: Xxxxxx Xxxxxx Title: President Date: UMB BANK, N.A. Attest: By: Name: Xxxxxxx Xxxxxxxx Title: Vice President Date:
Custody Agreement. In the event of a conflict between this Agreement, the Custody Agreement and any other agreement between Custodian and Pledgor, the terms of this Agreement will prevail.
