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Funds and Clients Sample Clauses

Funds and Clients. (a) Section 2.10(a) of the Company Disclosure Schedule sets forth (other than for PBF): (i) a true, complete and correct list, as of the Base Date, of each Fund and of all of the Clients, identifying the Funds and the Clients for which the Company is the investment advisor, subadvisor or distributor; (ii) the total net assets (as defined for purposes of the Investment Company Act) under management for each of the Funds, calculated in accordance with the Investment Company Act, as of 4:00 p.m. New York time on the Base Date, and the total net assets under management for each Client, calculated based on the closing prices on the applicable stock exchanges or NASDAQ, as the case may be, as of 4:00 pm New York time (or such later time as the Company values such assets in the ordinary course of business) on the Base Date; (iii) a true, complete and correct schedule setting forth the calculation of the Base Wrap Account Revenue Run-Rate and the Base Other Account Revenue Run-Rate; (iv) the stated fees payable to the Company by each Fund and each Client under the applicable Investment Company Advisory Agreement or Non-Investment Company Advisory Agreement as of the Base Date; (v) as to each Fund, as of the date hereof, the terms of any fee waivers, expense reimbursement (or assumption) arrangements, unreimbursed payments being made by the Company to brokers, dealers or other Persons with respect to the distribution of shares of a Fund or services provided to Fund shareholders; (vi) as to each Fund, as of the date hereof, the rate and method of computation of any subadvisory fees payable to any Person by the Company with respect to such Fund; (vii) as to each Client, as of the date hereof, the terms and methods of computation of any referral or servicing fees, if any, payable by the Company to any Person; and (viii) the annualized advisory or subadvisory fees payable to the Company by each Fund and Client based upon the total net assets under management for the Fund or the total net assets under management for the Client, determined as set forth in clause (ii) of this Section 2.10(a) and net of the amounts set forth in clauses (v) and (vi) of this Section 2.10(a); provided, however, that the parties acknowledge and agree that the information with respect to Aegon/Transamerica Series Fund, Inc. excludes information relating to the Transferred Assets. No Client is a Non-Registered Fund. For purposes of this Agreement, the fee waivers, reimbursements (or assumption) ...
Funds and Clients. (a) Except as set forth on Section 3.14(a) of the Seller Disclosure Letter, to the Knowledge of Seller, all outstanding partnership or other ownership units of each Fund have been issued and sold by or on behalf of Transferred Entities in substantial compliance with Applicable Local Law and each Fund, since inception of operations, has been operated and is currently operating in substantial compliance with its investment objectives and policies. Except as set forth on Section 3.14(a) of the Seller Disclosure Letter, to the Knowledge of Seller, all Fund Marketing Materials comply in all material respects with Applicable Local Laws and, as of the date of the last use thereof, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement therein, in the light of the circumstances under which they are made, not misleading. Seller has previously delivered or made available to Buyer a correct and complete copy of each such Fund Marketing Material of the Funds. To the Knowledge of Seller, none of the Funds has been enjoined, indicted, convicted or made the subject of disciplinary proceedings, consent decrees or administrative orders on account of any violation of the Applicable Local Laws. To the Knowledge of Seller, each board of directors or trustees of any Fund having such a board operates and has operated since January 1, 2008 in substantial conformity with all requirements and restrictions applicable to such board under all Applicable Local Laws. To the Knowledge of Seller, all outstanding partnership or other ownership units of each Fund have been duly and validly issued and, except as set forth in the subscription documents or Organizational Documents of such Funds, are fully paid and nonassessable. (b) None of the Transferred Entities is required to be registered as an “investment company” within the meaning of the Investment Company Act or any similar Applicable Local Law. (c) Section 3.14(c) of the Seller Disclosure Letter contains a copy of the valuation procedures of each of (i) the Transferred Entities with respect to the Funds or (ii) the Funds, as the case may be, (collectively, the “Valuation Procedures”). None of the Transferred Entities or, to the Knowledge of Seller, the Funds is in violation or breach of the Valuation Procedures of such Fund. Section 3.14(c) of the Seller Disclosure Letter sets forth a list of those assets of the Funds and the C...
Funds and Clients. (A) Each Fund sponsored by the Company or any of the Company’s subsidiaries and, to the knowledge of the Company, each other Fund (“Non-Sponsored Fund”) has filed all registrations, reports, prospectuses, proxy statements, statements of additional information, financial statements, sales literature, statements, notices and other filings required to be filed by it with any Governmental Entity (other than tax returns), including all amendments or supplements to any of the above for the past two years, in each case to the extent related to its business (the “Filings”), except as would not, individually or in the aggregate, have a Material Adverse Effect. Each Fund sponsored by the Company or any subsidiary of the Company and, to the knowledge of the Company, each Non-Sponsored Fund, holds all legally required licenses, registrations, franchises, permits and authorizations and are in compliance with, and are not in violation of, under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity of competent jurisdiction, except in each case where the failure to hold such license, registration, franchise, permit or authorization or such noncompliance or violation would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its subsidiaries knows of, or has received notice of, any violations of any of the above, except for such violations which would not have, individually or in the aggregate, a Material Adverse Effect. As used in subsection and elsewhere in this Agreement:
Funds and Clients. (a) Each Fund is, and at all times since its launch date has been, in all material respects duly organized, and validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its organization, and has, and at all times since its launch date has had, in all material respects the requisite power, right and authority to carry on its business as it is now being conducted in each jurisdiction where it is organized (except where such lack of authorization would not reasonably be expected to be material to the Target Companies, taken as a whole). (a) Each Fund is not required to register with the SEC as an investment company under the Investment Company Act, and is duly registered with any other foreign Government Authority requiring a similar registration. (b) Each Fund is in compliance, and has been operated since its launch date in compliance, if and to the extent applicable, in all material respects with all applicable Laws and Fund Documents, and all investments were made in compliance in all material respects with the investment strategies and restrictions set forth in such Fund’s Fund Documents. (c) The Sellers’ Representative has made available to the Purchasers’ Representative true and complete copies of the financial statements for each of the Funds for its most recent audited fiscal year ended on or prior to December 31, 2009 (the “Fund Financial Statements”). Each of the Fund Financial Statements fairly presents, in all material respects, the financial position of such Fund as of the date thereof and its results of operations and changes in net assets for the period then ended and with respect to those Funds that report in GAAP, in accordance with GAAP, and with respect to those Funds that report under any other accounting standards, in accordance with such accounting standards. (d) Except as set forth in Section 3.21 of the SellersDisclosure Letter, the Sellers’ Representative has made available to the Purchasers’ Representative the prospectus or other similar principal offering document (each as amended or supplemented through the date hereof, a “Prospectus”) relating to each Fund. Each such Prospectus complies with the requirements of applicable Law, except for such non-compliance as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies taken as a whole. Each Fund, since January 1, 2009, has timely filed (to the extent required) all Prospectuses,...
Funds and Clients. (a) Each Fund sponsored by Company or any Subsidiary and, to the Knowledge of Seller, each other Fund (“Non-Sponsored Fund”) has filed all registrations, reports, prospectuses, proxy statements, statements of additional information, financial statements, sales literature, statements, notices and other filings required to be filed by it with any Governmental Entity (other than Tax Returns), including all amendments or supplements to any of the above for the past two years, in each case to the extent related to its business (the “Filings”), except as would not, individually or in the aggregate, have a Material Adverse Effect. Each Fund sponsored by Company or any Subsidiary and, to the Knowledge of Seller, each Non-Sponsored Fund, holds all legally required licenses, registrations, franchises, permits and authorizations and are in compliance with, and are not in violation of, under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity of competent jurisdiction, except in each case where the failure to hold such license, registration, franchise, permit or authorization or such noncompliance or violation would not have, individually or in the aggregate, a Material Adverse Effect, and neither Company nor any of its Subsidiaries knows of, or has received notice of, any violations of any of the above, except for such violations which would not have, individually or in the aggregate, a Material Adverse Effect. (b) Company and each Subsidiary has at all times since January 1, 2003 rendered investment advisory services to Clients and Funds sponsored by Company or any Subsidiary and, to the Knowledge of Seller, non-Sponsored Funds, with whom they are or were a party to an Investment Advisory Agreement, in compliance with all requirements, if any, as to investment objectives, portfolio composition and portfolio management, the terms of the applicable Investment Advisory Agreement, written instructions from such Clients and Funds, prospectuses, registration statements, offering memorandums, board of director or trustee directives, applicable law and, to the Knowledge of Seller, the organizational documents of such Clients and Funds, except where failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. (c) Each Fund sponsored by Company or its Subsidiaries that is a juridical entity is duly organized, validly existing and, with respect to jurisdictions that recognize the concept of “...

Related to Funds and Clients

  • INFORMATION OF THE PARTIES Information of the Company Information of the Lessees

  • Information Access Each Party (“Disclosing Party”) shall make available to another Party (“Requesting Party”) information that is in the possession of the Disclosing Party and is necessary in order for the Requesting Party to: (i) verify the costs incurred by the Disclosing Party for which the Requesting Party is responsible under this Agreement; and (ii) carry out its obligations and responsibilities under this Agreement. The Parties shall not use such information for purposes other than those set forth in this Article 25.1 of this Agreement and to enforce their rights under this Agreement.

  • Cash Management System Each Borrower shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:

  • Agent’s Own Account; Clients’ Account The Company consents to the Agent trading, in compliance with applicable law, in the Common Shares for the Agent’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement.

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Clients in this context, clients are people who are dependent upon the caring skills and services of the local authority, for example, the elderly, mentally infirm, those with mental or physical impairments. Clients in this context also include those whose needs are identified and catered for in settings such as schools and nurseries, that is, young children and school pupils dependent on the organisation for their educational and developmental welfare. Clients exclude internal authority customers (as in client departments) or external customers (for example, members of the public with planning applications), because neither are dependent on the local authority for their care and welfare. The exceptional needs of clients refer to those which are exceptionally demanding, not to those which are out of the ordinary.

  • Party Access Each Party shall supply information to the other Party as required by this Agreement. Information shall be treated as Confidential Information under this Agreement if (i) it has been clearly marked or otherwise designated as “Confidential information” by the Party supplying the information, or (ii) it is information designated as Confidential Information by applicable provisions of the ISO Tariffs; provided, however, Confidential Information does not include information: (i) in the public domain or that has been previously publicly disclosed without violation of this Agreement, (ii) required by law to be publicly submitted or disclosed (with notice to the other Party), or (iii) necessary to be divulged in an action to enforce this Agreement. Notwithstanding anything in this Section to the contrary, the NTO shall not have a right hereunder to receive or review any documents, data or other information of another Market Participant or the ISO, including documents, data or other information provided to the ISO, to the extent such documents, data or information have been designated as confidential pursuant to the procedures specified in the ISO Tariffs or to the extent that they have been designated as confidential by such other Market Participant; provided, however, that the NTO may receive and review any composite documents, data and other information that may be developed based on such confidential documents, data or information if the composite does not disclose any individual Market Participant’s confidential data or information.

  • Cash Management Services Funds received by Transfer Agent in the course of performing its services hereunder will be held in demand deposit bank accounts or money market fund accounts in the name of Transfer Agent (or its nominee) as agent for the Funds.

  • Cash Management Systems On or prior to the Closing Date, Borrowers will establish and will maintain until the Termination Date, the cash management systems described in Annex C (the “Cash Management Systems”).

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