HMHIC Broker Agreements Sample Clauses

HMHIC Broker Agreements. Attached as Exhibit 3.23(l)(i) of Schedule 3.23(l) of the Disclosure Schedule is an accurate and complete list of each Person which is a party to a HMHIC Broker Agreement and an accurate and complete summary of each HMHIC Broker Agreement which identifies the broker in an appropriate manner, initial contract date, renewal or termination date and Policyholders associated with such broker which are identified an appropriate manner. Seller has delivered to Buyer true and correct copies of all forms of Broker Agreements currently in use by HMHIC. Seller represents and warrants that the largest brokers of HMHIC representing eighty percent (80%) of the total number of Insureds as of August 31, 1999 and the largest brokers of HMHIC representing eighty percent (80%) of commissions paid as of August 31, 1999 (the "Material HMHIC Brokers") are parties to the standard forms of Broker Agreement attached to Schedule 3.23(l) as Exhibit 3.23(l)(ii), except for those Material HMHIC Brokers listed on Exhibit 3.23(l)(iii) of Schedule 3.23(l) which have entered into non-standard Broker Agreements. True and correct copies of those non-standard Broker Agreements entered into by a Material HMHIC Broker (as listed on Exhibit 3.23(l)(iii)) have been delivered to Buyer by Seller. Except as set forth on Schedule 3.23(l) of the Disclosure Schedule, all of the Broker Agreements for Material HMHIC Brokers are in writing and signed and were entered into in the ordinary course of business and constitute valid, binding and enforceable agreements of the parties thereto. Except as set forth on Schedule 3.23(l) of the Disclosure Schedule or incurred in the ordinary course of business after July 31, 1999, no past due amounts are owing under any HMHIC Broker Agreement. HMHIC has, and to Seller's Knowledge, each HMHIC broker has, performed all services, commitments and obligations on their respective parts to be observed or performed under each HMHIC Broker Agreement prior to the Closing Date in conformity with all contractual commitments. All forms of the Broker Agreements which are currently in use by HMHIC conform to the requirements of any applicable Health Benefit Plan Laws. Except as set forth on Schedule 6.2(f) of the Disclosure Schedule, no consent or approval is required to be obtained, and no notice required to be given, under any HMHIC Broker Agreement in connection with the sale of the HMHIC Stock to Buyer hereunder. To the Seller's Knowledge: (i) no Material HMHIC Broker has given...
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Related to HMHIC Broker Agreements

  • Selling Agreements Distributor is authorized to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33 and fix therein the portion of the sales charge which may be reallowed to the selected dealers, as permitted under that Fund's prospectus. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). Within the United States, the Distributor shall offer and sell Shares to such selected dealers as are members in good standing of the NASD; "banks" as such term is defined in Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is defined in the Bank Holding Company Act of 1956, as amended, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; and such other entities or purchasers as otherwise mutually agreed in writing.

  • Time Brokerage Agreement The Time Brokerage Agreement shall be in full force and effect, and Buyer shall have complied in all material respects with its obligations thereunder.

  • Brokerage Agreements Buyer has not entered (directly or indirectly) into any agreement with any Person for the payment of any commission, brokerage or “finder’s fee” in connection with the transactions contemplated by this Agreement for which Seller or any of Seller’s Affiliates would be liable.

  • Affiliates Agreements Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.9 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Consulting Agreements The Corporation has entered into consulting agreements with the following parties: Party Effective Date

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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