ERISA Clients. As soon as reasonably practicable after the date hereof, but in no event later than 60 days thereafter, the Company shall deliver to Parent a schedule identifying each Client that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client"); and listing each contract or agreement, if any, and all amendments thereto, in effect on the date hereof, entered into by the Company or any of its Subsidiaries with respect to or on behalf of any ERISA Client, pursuant to which any of the entities identified in Exhibit E (including any entity that, to the knowledge of the Company, is an affiliate of any of the entities identified in Exhibit E) has agreed to (x) execute securities transactions; (y) provide any other goods or services; or (z) purchase, sell, exchange or swap securities or any other economic interest therein or derivative thereof, including rights to receive or obligations to pay interest or principal under any debt obligation, or rights to receive or obligations to pay interest or principal denominated in a particular currency.
ERISA Clients. 36 6.19 GE Amendment and Yasuda Amendment..................... 37 6.20
ERISA Clients. If Client is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), Client or its advisor, if applicable, has considered the obligations and requirements of ERISA, including prudence and diversification, with respect to trading Futures Contracts and the other transactions anticipated under this Agreement. Client’s represents that the opening of the Account will not result in or constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or any similar provision of applicable law, for which an exemption is not available, and the undersigned will not enter into any transaction using assets of the Account that will result in or constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or any similar provision of applicable law, for which an exemption is not available. Client agrees that Mxxxxxx Lxxxx has no discretionary authority over this Account and is not a fiduciary with respect to Client.
ERISA Clients. If this Agreement is entered into by Client (an “ERISA Client”) as a trustee or other xxxxxxx xx including, but not limited to, a person meeting the definition of “fiduciary” under the Employe e Retirement Income Security Act of 1974 (“ERISA”) of an employee retirement income plan subject to ERISA, ERISA Client (as such trustee or other fiduciary) represents and warrants that the relevant governing instruments of such plan permit the plan’s opening an advisory account and that ERISA Client is duly authorized to enter into this Agreement on the plan’s behalf. ERISA Client will furnish the parties with such documents and related materials as they will reasonably request with respect to the foregoing. ERISA Client will advise them of any events that might affect this authority or the validity of this Agreement. ERISA Client additionally represents and warrants that: (i) the governing instruments provide that an “investment manager” as defined in ERISA may be appointed and (ii) the person applying to open an advisory account and executing this Agreement is a “named fiduciary” (as defined in ERISA) who has the power under the plan to appoint an investment manager. REPORTS, STATEMENTS, AND TAX CONSIDERATIONS Provider will make available to Client trade confirmations, account statements, periodic reports, and prospectuses. As provided above under “Representations and Warranties: Electronic Service; Communications and Alerts,” all such information will be provided to Client exclusively in electronic form. Client will receive a written trade confirmation for Brokerage Account transactions, in addition to a monthly statement from Provider through the Site containing a description of all account activity during the preceding period. Provider will also make available to Client through the Site performance information based on the Advisory Account and information at the end of each calendar year necessary for Advisory Account tax reporting. Client recognizes that (i) the sale or liquidation of any investment or other asset to fund the purchase of a new investment account may have adverse tax consequences, early withdrawa l penalties, or other costs or penalties as a result of the sale or liquidation, including the loss of living, death, or other benefits of the existing investment; (ii) dividends, capital gains, transfers, and sales of securities may create taxable events unless Client is an ERISA Client, and then, only as to those Advisory Account assets subject to ER...
ERISA Clients. 41 SECTION PAGE ------- ----
ERISA Clients. Except as set forth in Section 4.14(e) of the Seller Disclosure Schedule, each Client to which any Seller Entity provides investment management, advisory or sub-advisory services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a Person acting on behalf of such a plan or (iii) any entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client") have been managed by any Seller Entity such that the exercise of such management or provision of any services is in compliance with the applicable requirements of ERISA at all times required by Applicable Law.
ERISA Clients. With respect to each ERISA Client, Scout has complied in all material respects with the provision of applicable Law, including, without limitation, Title I of ERISA and Section 4975 of the Code.
ERISA Clients. Each account through which any of the Companies provides services to any client (a "CLIENT") that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA CLIENT"), in each case have been managed by the Companies such that each of the Companies in the exercise of such management is in compliance in all respects with the applicable requirements of ERISA, except to the extent the failure to comply does not have or does not have a significant risk of having, individually or in the aggregate, a Material Adverse Effect on the Companies, taken as a whole.
ERISA Clients. (a) At all relevant times (including immediately before the Closing), the Company (i) has been qualified to be a “Qualified Professional Asset Manager” within the meaning of PTCE 84-14 with respect to each ERISA Client (other than with respect to the plans of General Dynamics Corporation as a result of Part I subsection (e) of PTCE 84-14) and (ii) has acknowledged its fiduciary status with respect to such ERISA Client.
ERISA Clients. (a) The accounts of each client of the Sellers that is subject to ERISA have been managed by the Sellers in material compliance with the applicable requirements of ERISA, and the consummation of the transactions contemplated hereby will not, by itself, result in a violation of ERISA or subject any Party to any liability under ERISA or Section 4975 of the Code. The accounts of each client that is an employee benefit plan or retirement plan that is not subject to ERISA (such as IRAs, Xxxxx plans, governmental plans and church plans) have been managed by the Sellers such that Sellers in the exercise of such management are in material compliance with the applicable requirements of any and all applicable federal, state, local and foreign laws which govern plan fiduciaries or which are otherwise similar to ERISA.
