Investment Contracts Sample Clauses

Investment Contracts obligations of any Person either (1) the long-term senior unsecured debt or claims-paying ability or financial strength of which, or of any unconditional guarantor of full and timely payment of its obligations thereunder, is rated at least “AA-” by S&P and “Aa3” by ▇▇▇▇▇’▇ or (2) both (a) which has agreed to pledge collateral therefor and (b) as to which the Trustee has received written confirmation from each Rating Service that an investment of funds under such obligation will not result in the assignment of a long-term rating to the Bonds by such Rating Service that is less than the lower of “AA-,” in the case of S&P, or “Aa3,” in the case of ▇▇▇▇▇’▇, or the rating then assigned by such Rating Service to the long-term senior unsecured debt of the highest rated Credit Facility Provider (if any); and

Investment Contracts. Master Trust investments in GICs shall be subject to the following limitations: (i) In accordance with Section 403(a) of ERISA the Company hereby directs the Master Trustee to continue to hold Existing GICs until contract maturity or until directed otherwise by the Company. Contract proceeds payable upon the maturity of an Existing GIC shall be allocated to the Separately Managed Portfolio described in (ii) below. -12-

Investment Contracts. Master Trust investments in GICs shall be subject to the following limitations: (i) In accordance with Section 403(a) of ERISA the Company hereby directs the Master Trustee to continue to hold Existing GICs until contract maturity or until directed otherwise by the Company. Contract proceeds payable upon the maturity of an Existing GIC shall be allocated to the Separately Managed Portfolio described in (ii) below. (ii) The Company hereby appoints the Master Trustee to exercise investment management authority for a Separately Managed Portfolio which invests primarily in a well-diversified portfolio of fixed-income investments, including GICs, individual fixed income securities, and units in a fixed-income Commingled Pool. The Company directs the Master Trustee to choose such investments in accordance with the Investment Guidelines for the Interest Income Fund attached hereto as Schedule "G". (iii) The Company may appoint one or more Investment Managers to manage a portion of the Separately Managed Portfolio described in (ii) above pursuant to a written agreement by the Company with the Investment Manager. (iv) In order to provide the necessary monies for exchanges or redemption from the Separately Managed Portfolio described in (ii) above, the Company agrees that the Master Trustee shall maintain a liquidity reserve allocated to such investment option in (i) FICAP or (ii) such other Mutual Fund or commingled pool as agreed to by the Company and the Master Trustee. The target percentage and drift allowance to be held in the liquidity reserve shall be set forth in Schedule "G" or otherwise agreed upon by the Master Trustee and Company in writing and the Master Trustee shall be responsible for ensuring that this target percentage falls within the agreed upon range, over time.

Investment Contracts. No Obligor shall enter into any investment contract, co-investment contract or similar arrangement, without the prior written consent of the Lender.

Investment Contracts. Funds and Clients --------------------------------------- (a) The Advisory Entities provide investment management and investment advisory services; each contract for such services is referred to herein as an "Advisory Contract." The Banks provide financial counseling, estate planning, ----------------- trust, custody and family office services; each contract for such services is referred to herein as a "Trust Agreement." The Advisory Contracts and the Trust --------------- Agreements are referred to collectively herein as "Contracts." Each other party --------- or other Person with respect to which a Company provides the services described above is referred to herein as a "Client"; and each Client that is an investment ------ company but is exempt from registration under the 1940 Act by virtue of Sections 3(c)(1) or 3(c)(7) of that Act is referred to herein as an "Exempt Fund Client." ------------------ The only Client that is a series of an investment company registered under the 1940 Act is the Mid Cap Portfolio. (i) Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, there does not exist under any Contract any event or condition that, after notice or lapse of time or both, would constitute an event of default thereunder on the part of any Company, or, to Old Mutual's Knowledge, any other party thereto. (ii) Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, neither of the Advisory Entities, nor, to Old Mutual's Knowledge, any other person "associated" with either of the Advisory Entities (as defined under the Advisers Act), has been convicted of any crime or has been subject to any disqualification that would be a basis for denial, suspension, or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder during the five-year period immediately preceding the date hereof; and, to Old Mutual's Knowledge, there is no basis for, or proceeding or investigation that could reasonably be expected to become the basis for, any such disqualification, denial, suspension or revocation. (iii) Except as set forth on Schedule 5.21(a), the Trust Agreements ---------------- are consistent with federal law and applicable state law and provide sufficient authority under federal law and applicable state law for the Banks to make the investments that have been made for Clients who are parties to such Trust ...

Investment Contracts. The Target is not a party to any agreement or arrangement or under any obligation under which it is or may become liable to make any investment (as referred to in section 22 of the Financial Services and Markets Act 2000) with, or to deposit any money with or to provide any loan or financial accommodation or credit (other than normal trade credit) to, any person or to subscribe for, acquire, dispose of or underwrite any investment.

Investment Contracts. (1) Seller has provided to Purchaser a correct and complete listing of each Contract, and all amendments thereto, in effect on the date hereof relating to the Adviser's rendering of investment advisory or management services (including all sub-advisory services), administration or distribution services to Bull & Bear Fund Corporation or the Fund (collectively, together with any such Contract entered into after the date hereof, the "Investment Management Contracts"). (2) Each Investment Contract is in full force and effect, and each Investment Management Contract and any subsequent renewal has been duly authorized, executed and delivered by Adviser and, to Seller's knowledge, each other party thereto, in compliance with any Applicable Law, and is a valid and binding agreement of Adviser, and, to Seller's knowledge, each other party thereto, enforceable in accordance with its terms (subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors' rights generally and to general equitable principles). (3) Each of Adviser and, to Seller's knowledge, the other parties to each Investment Management Contract is in compliance with the terms of each Investment Management Contract to which it is a party, and is not currently in default under any of the terms of any such Investment Management Contract and, to Seller's knowledge, no event has occurred or condition exists that with notice or the passage of time or both would constitute such a default.

Investment Contracts. The purchase price of any Investment Property acquired pursuant to a guaranteed investment contract (within the meaning of Section 1.148-1 (b) of the Treasury Regulations) shall be determined as provided in Section 1.148-5 of the Trcasur; Regulations. No investment contract shall be acquired with Gross Proceeds unless the requirements of Section 1.148-5 of the Treasury Regulations and this Section 6.4( c) arc satisfied. With respect to any investment contract, the Borrower wi II obtain from the provider of the investment contract, broker thereof or other party, such inf()rmation. certification or representations as will enable the Borrower to determine that these requirements arc satisfied. The purchase price of an investment contract will be considered to be fair market value if: (i) the Borrower bas made (or has had made on its behalf) a bona tide solicitation tor the investment contract: the solicitation must have speci lied the material terms of the investment contract (i.

Investment Contracts. (a) All Investment Contracts to which the Company is a party as of the Closing Date shall be in writing, shall reflect the current fee arrangements between the Company and the Client, and shall provide for the receipt of compensation by the Company. (b) The Run Rate Revenues at Closing shall be not less than 85% of the Run Rate Revenues at Signing. If the Run Rate Revenues at Closing are less than 95% of the Run Rate Revenues at Signing, the Initial Payment shall be reduced by $100,000 for each one percent that the Run Rate Revenues at Closing are below 95%. For example, if the Run Rate Revenues at Closing are 90%, the Initial Payment would be reduced by $500,000. For purposes of determining the percentage or Run Rate Revenues under this Section 6.7(b), any fraction of a percent shall be rounded up or down to the nearest whole percent, with .5% being rounded up. Notwithstanding the actual relationship between El Paso Natural Gas Master Retirement Trust 1230 and the Company as of the date hereof or as of the Closing, the Run Rate Revenues of El Paso Natural Gas Master Retirement Trust 1230 as of June 1, 2004 shall be included in the calculation of Run Rate Revenues at Signing and shall not be included in the calculation of Run Rate Revenues at Closing. 44 (c) The Company shall have obtained the affirmative written consent to assignment of their Investment Contracts prior to Closing on terms at least as favorable to the Company as the terms of such Investment Contracts on the date hereof from the Company’s ten largest clients measured by Client Run Rate Revenue as of the date hereof, excluding El Paso Natural Gas Master Retirement Trust 1230.