Fund Matters Sample Clauses

Fund Matters. The words "The Travelers Series Trust" and "Trustees" or "
Sample 1Sample 2
AutoNDA by SimpleDocs
Fund Matters. (a) Each of the Fund Entities (i) is a limited partnership or limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, (ii) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is qualified to do business and is in good standing as a foreign legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (iii) where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. Sellers have delivered or made available to Buyer true and complete copies of the Fund Documents and each Contract relating to the Fund Entities, each as in full force and effect on the Closing Date. Each Contract to which a Fund Entity is a party has been duly authorized, executed and delivered by such Fund Entity, and, to the Knowledge of any Seller, each other party thereto, and constitutes a valid and binding agreement of such Fund Entity enforceable against such Fund Entity, as the case may be, and, to the Knowledge of any Seller, each other party thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Fund Entities and, to the Knowledge of any Seller, each other party thereto is in compliance with the terms of each Contract to which a Fund Entity is a party and is not in default under any such Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any Fund Entity. (b) None of the Fund Entities constitute an “investment company” for the purposes of the Investment Company Act of 1940, as amended. All sales of partnership or membership interests in the Fund Entities have been made in compliance with all applicable Laws. Sellers have delivered or made available to Buyer true and complete copies of all marketing materials relating to the Fund Entities. No marketing document relating to the Fund Entities and no report delivered to investors in the Fund or the Fund JV contained, as of its respective date, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under wh...
Sample 1
Fund Matters. (a) Should Buyer decide to sponsor any Art-related investment funds (other than the Fund) in the future, it will consult with Sellers prior to taking such action and shall discuss with Sellers in good faith the feasibility and desirability of granting Sellers an opportunity to participate in the economics of any such fund. (b) No Seller shall take any action in relation to any Fund Entity, in such Seller’s capacity as an investor in the Fund, as a member of the board of managers of AAP Management, as a member or manager of the Fund GP or as an Administrative Manager (as used herein, as such term is defined in the Second Amended and Restated Limited Liability Agreement of the Fund JV, dated as of January 11, 2016) of the Fund JV, with the intent of imposing any liability on Buyer or any of its Affiliates (except that such Seller shall not be deemed to be in breach of this undertaking if such liability results from the willful misconduct or gross negligence of Buyer or any of its Affiliates). (c) No Seller shall, directly or indirectly, withdraw as an investor, limited partner or member of any Fund Entity or as Administrative Manager of the Fund JV unless the Fund or the Fund JV, as the case may be, is dissolved or terminated at the same time. (d) From and after the Closing, no Seller shall enter into, approve or agree to any amendment of the Organizational Documents of any Fund Entity without the prior written consent of Buyer. (e) In the event that Buyer is required to consolidate any Fund Entity pursuant to GAAP, subject to applicable Law, upon reasonable notice, Sellers shall cause such Fund Entity to afford Buyer and its officers, agents and other representatives reasonable access, during normal business hours, to the employees, properties, books, contracts and records of such Fund Entity and Sellers shall cause such Fund Entity to furnish promptly to Buyer all information concerning the business, properties and personnel of such Fund Entity as Buyer may reasonably request; provided, that the foregoing shall not require any Fund Entity (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of such Fund Entity would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such Fund Entity shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, but was unable to do so, or...
Sample 1
Fund Matters. (a) The private placement memorandum or other principal offering document (each as amended or supplemented through the date hereof, a “PPM”) relating to each Exempt Fund Client in existence on the date hereof has been made available to Parent. Each such PPM, as amended or supplemented, complies as to form with the applicable requirements of the Securities Act, the Investment Company Act, and the applicable rules of FINRA, except where failure to so comply would not have, individually or in the aggregate, a Material Adverse Effect. (b) Except for the applicable Client Consents, no approval of the shareholders (or similar equityholders) of the Exempt Fund Clients is required in connection with the consummation of the transactions contemplated by this Agreement, including the assignment (as defined under the Advisers Act) of the relevant Management Contract as a result thereof. (c) There are no investment companies registered under the Investment Company Act for which the Company or any of its Subsidiaries acts as investment adviser (other than investment sub-adviser) or sponsor.
Sample 1
Fund Matters. For and in consideration of (i) Parent and Buyer's entering into this Agreement, (ii) payment of the Purchase Price, (iii) the assumption by Buyer of the Assumed Liabilities, (iv) in the case of Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, the compensation arrangements set forth in Exhibit B and (v) in the case of Xxxxxxx X. Xxxxxx, the Employment Agreement: (a) Each of Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx covenants and agrees that he will consult with Buyer in good faith prior to taking any significant action under the Fund GP Agreement, including issuing call notices, incurring expenses other than in the ordinary course of business consistent with past practice, consenting to any transfer of interests in the Fund General Partner, causing the Fund General Partner to withdraw as general partner of the Fund or taking any action that requires the unanimous consent of the managers of the Fund General Partner (including those specified in Section 4.1.1(c), 9.2(c) and 13.1.1 of the Fund GP Agreement). (b) Each of the Company and Members agrees that, without the prior written consent of Buyer, it or he will not participate in, manage, participate in the management or operation of, or place for hire any independent consultant or employee with, any investment vehicle which is the successor to the Fund or which is similar in scope or purpose to the Fund or which otherwise has a principal focus of acquiring interests in corporations, partnerships, limited liabilities companies and other entities that are principally involved in the insurance businesses, other than, in any case, (i) the Fund or (ii) any limited partnership of which Buyer or an Affiliate thereof is the sole general partner, any limited liability company of which Buyer or an Affiliate thereof is the sole manager or any corporation of which Buyer has the right to appoint a majority of the Board of Directors; provided, however, that this Section 11.4(b) shall not apply to Xx. Xxxxx at any time that he is not employed by the Company or Buyer.
Sample 1
Fund Matters. (a) Schedule 5.24(a) describes each of the investment advisory agreements, distribution or underwriting contracts, plans adopted pursuant to Rule 12b-1 under the Investment Company Act, arrangements for the payment of service fees (as such term is defined in Rule 2830 of the NASD Conduct Rules), administrative services agreements and other agreements and contracts (other than agreements and contracts entered into by the Funds in the ordinary course of business in connection with the making of portfolio investments) (collectively, the “Fund Agreements”) pertaining to any of the Funds. As to each Fund, there is in effect an investment advisory, distribution or underwriting agreement (as applicable), except that, in the case of the American Beacon Master Funds, there is no distribution or underwriting agreement. Each Fund Agreement pursuant to which the Company has received compensation with respect to its activities in connection with any of the Funds was duly approved in accordance with the applicable provisions of the Investment Company Act. (b) Except as set forth in Schedule 5.24(b), there are no special restrictions, consent judgments or SEC or judicial orders on or with regard to any of the Funds currently in effect. (c) Each of the Trusts is duly organized, validly existing and in good standing in the jurisdiction in which it is organized and has all requisite trust power and authority to conduct its business in the manner and in the places where such business is currently conducted. Each Fund is and has been, since its inception, engaged solely in the business of an investment company. (d) Each of the American Beacon Master Funds, American Beacon Funds, Mileage Funds and Select Funds is, and at all times required under the securities laws has been, a series of, respectively, the Master Trust, American Beacon Funds Trust, Mileage Funds Trust and Select Funds Trust. Each such Fund is a registered investment company under the Investment Company Act and is in compliance with Applicable Laws of the SEC and any other Governmental Body or self-regulatory body having jurisdiction over such Fund in all material respects. Since their initial offering, shares of each of the Funds have been duly qualified for sale under the securities laws of each jurisdiction in which they have been sold or offered for sale at such time or times during which such qualification was required. The shares of each of the Funds (excluding the American Beacon Master Funds) have been r...
Sample 1
Fund Matters. (a) Set forth in Section 3.25(a) of the Company Disclosure Letter is, as of the date hereof, (i) the name of each Fund and Pooled Vehicle, (ii) the general partner of (or entity acting in a similar capacity with respect to) such Fund, (iii) the investment adviser of such Fund or Pooled Vehicle, (iv) the jurisdiction of organization or formation of such Fund or Pooled Vehicle, (v) the status of such Fund or Pooled Vehicle under the Investment Company Act and (vi) the ownership or equity interest owned or held by Company or any Company Subsidiary in such Fund or Pooled Vehicle, including as a percentage of such Fund’s or Pooled Vehicle’s aggregate capital commitments and aggregate contributed capital. (b) Except as would not have or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, each Fund (other than the Excluded Funds) and, to the knowledge of Company, each HCR Fund, currently is, and has since its inception been, operated in compliance with (i) applicable law, (ii) its governing documents, registration statements, prospectuses, offering documents and agreements, including its applicable Company Investment Advisory Contract, and (iii) its written investment objectives, policies and restrictions. (c) Except as set forth in Section 3.25(c) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement shall require any consent, approval or waiver of, or notice to, any Client (or any investors therein) under any Company Investment Advisory Contract, or any limited partnership agreement, operating agreement, subscription agreement or other agreement relating to the operation of any Fund or Client, except where the failure to obtain such consent, approval or waiver, or to provide such notice, would not have or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not have or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, no Fund is a party to any, and there are no outstanding, pending or, to the knowledge of Company, threatened Proceedings against any Fund. (e) As of the date hereof, (i) no resolutions have been passed to remove any general partner of (or entity acting in a similar capacity with respect to) any Fund, or to terminate the investment period of any Fund, and (ii)...
Sample 1
AutoNDA by SimpleDocs
Fund Matters 
Sample 1

Related to Fund Matters

  • Related Matters Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Board Matters Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • FCC Matters (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • Investment Matters (a) Each Preferred Stockholder agrees not to engage in any hedging transaction with regard to the Agere Shares unless in compliance with the Securities Act. (b) Each Preferred Stockholder acknowledges and agrees that the Agere Shares are being offered and sold to the Preferred Stockholders in reliance on specific exemptions from the registration requirements of the United States federal and state securities Laws and that Agere is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Agere set forth herein in order to determine the applicability of such exemptions and the suitability of the Preferred Stockholders to acquire the Agere Shares. (c) Each Preferred Stockholder has received and has had an opportunity to review Agere's Annual Report on Form 10-K for the fiscal years ended September 30, 2003 and September 30, 2002, Agere's Annual Report to Stockholders for fiscal 2002, Agere's Proxy Statement for the 2002 annual meeting of stockholders, and each Preferred Stockholder has had a reasonable opportunity to ask questions of and receive answers from Agere concerning Agere, and to obtain any additional information reasonably necessary to verify the accuracy of the information furnished to the Preferred Stockholders concerning Agere and all such questions, if any, have been answered to the full satisfaction of the Preferred Stockholders. (d) Each Preferred Stockholder acknowledges that no representations or warranties have been made with respect to the Agere Shares to such Preferred Stockholder by Agere or any agent, employee or Affiliate of Agere other than those contained in this Agreement, and in entering into the transactions contemplated hereunder such Preferred Stockholder is not relying upon any information, other than that referred to in the foregoing paragraph, contained in this Agreement, and the results of the independent investigations by such Preferred Stockholder and its representatives; provided that each Preferred Stockholder acknowledges and agrees that the only representations or warranties that Agere has made with respect to such information are as set forth in the Agreement.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • Privileged Matters (a) Vishay and VPG agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group with respect to the Vishay Business or the MGF Business, including but not limited to the attorney-client, work product privileges or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group. (b) Upon receipt by Vishay or VPG, or any of the members of the respective Groups, as the case may be, of any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other or if Vishay or VPG, or any of members of their respective Groups, as the case may be, obtains knowledge that any current or former employee of Vishay or VPG, as the case may be, receives any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other, Vishay or VPG, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other a reasonable opportunity to review the Information and to assert any rights it may have under this Section 4.6 or otherwise to prevent the production or disclosure of Privileged Information. Vishay or VPG, as the case may be, will not, and will cause the members of their respective Groups to not, produce or disclose to any third party any of the other’s Privileged Information under this Section 4.6 unless (i) the non-disclosing party has provided its express written consent to such production or disclosure or (ii) a court of competent jurisdiction has entered an order not subject to interlocutory appeal or review (or for which the period for appeal or review has lapsed) finding that the Information is not entitled to protection from disclosure under any applicable privilege, doctrine or rule, in which case, such Information shall be subject to Section 4.5. (c) Vishay’s transfer of books and records pertaining to the MGF Business and other Information to VPG, Vishay’s agreement to permit VPG to obtain Information existing prior to the Distribution, VPG’s transfer of books and records pertaining to the Vishay Business, if any, and other Information to Vishay and VPG’s agreement to permit Vishay to obtain Information existing prior to the Distribution are made in reliance on Vishay’s and VPG’s respective agreements, as set forth in Section 4.5 and this Section 4.6, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Vishay or VPG, as the case may be. The access to Information, witnesses and individuals being granted pursuant to Sections 4.3 and 4.4 and the disclosure to VPG and Vishay of Privileged Information relating to the MGF Business or the Vishay Business pursuant to this Agreement in connection with the Separation and Distribution shall not be asserted by Vishay or VPG to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 4.6 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Vishay and VPG in, or the obligations imposed upon Vishay and VPG by, this Section 4.6.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Pending Matters No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!