Timing (a) Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7) calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed regardless.
Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.
Consistency The Corporate Taxpayer and the Members agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. Any dispute as to required Tax or financial reporting shall be subject to Section 7.09.
No Material Changes, Etc Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate.
Frequency MONTHLY SUGGESTED FUND AUDITOR (A) FUNCTION INVESTORS BANK NYLIM OR FUND COUNSEL (C) ----------------------------------- --------------------------------- -------------------------------- --------------------------- Perform asset Diversification Perform asset diversification Review test results and take A - Provide consultation as testing to Establish qualification tests at each tax quarter end. any necessary action. Approve needed in establishing as a RIC. Timely report potential tax positions taken. positions to be taken in violations to Fund Management. tax treatment of particular FREQUENCY: QUARTERLY Follow-up on issues. issues. Review quarter end tests on a current basis. Perform qualifying income testing Perform qualifying income testing Review test results and take A - Consult as needed on to establish qualification as a (on book basis income, unless any necessary action. Approve tax accounting positions to RIC. material differences are tax positions taken. be taken. Review in anticipated) on quarterly basis conjunction with year-end FREQUENCY: QUARTERLY and as may otherwise be audit. necessary. Timely report potential violations to Fund Management. Follow-up on issues. Calculate total return information Provide total return Review total return information. on Funds as defined in the current calculations. Provide after-tax Prospectus and SAI. calculations in connection with post-effective amendment filings. FREQUENCY: MONTHLY Prepare the Funds' annual expense Prepare preliminary expense Provide asset level budget. Establish daily accruals. budget. Notify mutual fund projections. Approve expense accounting of new accrual rates. budget. FREQUENCY: ANNUALLY SUGGESTED FUND AUDITOR (A) FUNCTION INVESTORS BANK NYLIM OR FUND COUNSEL (C) ----------------------------------- --------------------------------- -------------------------------- --------------------------- Monitor the Funds' expense budget. Monitor actual expenses updating Provide asset level projections A/C - Provide consultation Review the Funds' multi-class budgets/expenses accruals. If quarterly. Provide vendor as requested. expense differentials. applicable, review expense information as necessary. differentials among classes to Review expense analysis and FREQUENCY: MONTHLY ensure consistency with Rule approve budget revisions. 18f-3 or the Funds' exemptive application and the Funds' private letter ruling or published ruling. Receive and coordinate payment of Propose allocations of invoices Approve invoices and Fund expenses. among Funds and obtain authorized allocations of payments. Send approval to process payment. invoices to IBT in a timely FREQUENCY: AS OFTEN AS NECESSARY manner. Calculate periodic dividend rates Calculate amounts available for Establish and maintain dividend C - Review dividend to be declared in accordance with distribution. Coordinate review and distribution policies. resolutions in conjunction management guidelines. by Fund Management and/or Approve distribution rates per with Board approval. auditors. Notify custody and share and aggregate amounts. FREQUENCY: ACCORDING TO DIVIDEND transfer agent of authorized Obtain Board approval when A - Review and approve POLICY dividend rates in accordance with required. dividend calculation Board approved policy. Report methodology for multi-class dividends to Board as required. funds. Provide consultation Obtain Board approval when as requested. required.
No Obligations to Third Parties Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.
No Advice Regarding Award The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Payments to Third Parties Except as expressly set forth herein, each Party shall be solely responsible for any payments due to Third Parties under any agreement entered into by such Party with respect to the Licensed Product, as a result of activities hereunder.
Service Providers The Lending Agent serves as custodian of the Trust and as the Investment Manager of each Portfolio of the Trust (the "Investment Manager") and directs the investment and reinvestment of assets of each Series of the Trust. Mellon Bank (DE) National Association, an affiliate of the Lending Agent, serves as the trustee of the Trust (the "Trustee"). None of these parties will receive any additional compensation from the Trust for their services to the Trust.
