Assets to be Held The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian.
Sleeping Rooms to be Blocked A. The Contractor shall block sleeping rooms as set forth in Table 1, below. Sunday, Date1 43 43 Total Rooms to be Blocked: 407 407
B. The Contractor will provide the Judicial Council with a current Delegate List/Report, after the Cut Off Date and before Date 1 of the Program, as identified in Exhibit B. The Judicial Council will then provide to the Contractor in writing an approved Master Account Approval List. The Contractor shall not xxxx the Judicial Council for Attendee reservations not included on the Master Account Approval List. Unless expressly set forth otherwise, any Individual Charges are the responsibility of the Attendee occupying the room.
C. At the request of the Judicial Council, the Contractor shall block additional sleeping rooms for Attendees at the sleeping room rate specified above in this exhibit, provided that the additional sleeping rooms are available for rental during the Dates of the Program, at the time of the request.
D. The Contractor shall provide the Judicial Council with a credit to the Master Account equal to the value of one (1) double occupancy sleeping room for each fifty (50) paid room nights during the Program:
Entity Accounts Not Required to Be Reviewed, Identified or Reported Unless the Reporting Singaporean Financial Institution elects otherwise, either with respect to all New Entity Accounts or, separately, with respect to any clearly identified group of such accounts, where the implementing rules in Singapore provide for such election, a credit card account or a revolving credit facility treated as a New Entity Account is not required to be reviewed, identified, or reported, provided that the Reporting Singaporean Financial Institution maintaining such account implements policies and procedures to prevent an account balance owed to the Account Holder that exceeds $50,000.
Accounts Not Required to Be Reviewed, Identified, or Reported Unless the Reporting Finnish Financial Institution elects otherwise, either with respect to all Preexisting Individual Accounts or, separately, with respect to any clearly identified group of such accounts, where the implementing rules in Finland provide for such an election, the following Preexisting Individual Accounts are not required to be reviewed, identified, or reported as U.S.
Records to be kept 8.1 The Recipient must:
(a) maintain and operate effective monitoring and financial management systems; and
(b) keep a record of expenditure funded partly or wholly by the Grant, and retain all accounting records relating to this for a period of at least six years after the end of the Funding Period. Accounting records include: original invoices, receipts, minutes from meetings, accounts, deeds, and any other relevant documentation, whether in writing or electronic form.
8.2 Where the Recipient is working in partnership and its partner(s) wish to retain such documentation, the Recipient should obtain from the partner(s):
(a) an annual, written statement, signed by the partner’s Chief Financial Officer, of how the money was spent; and
(b) a signed undertaking that the partner will retain such documents for the period prescribed above.
8.3 The funds provided under this Grant Agreement may not be used to purchase capital items.
ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including without limitation all cash, securities, commodities and futures interests and dividends or interest receivable, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.
Assets to be Purchased Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume and acquire from Seller all of the Assets, held by Seller. The "Assets" are the following, provided, however, that the Assets shall not include any Excluded Assets:
A. All assets disclosed on the Final Closing Balance Sheet, except for the Real Property Assets (as defined in and to be conveyed pursuant to the Real Property Agreement);
B. Any current assets, accounts receivable and notes receivable, and bank accounts, but excluding cash and cash equivalents; provided, however, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties.
C. All prepaid expenses, the right to refunds, buyins or deposits relating to utilities and infrastructure improvements, deposits or assets relating to performance bonds;
D. All equipment, furniture, furnishings, inventory, machinery, software, supplies, tools, vehicles, and other personal property owned or leased by Seller;
E. All rights and benefits in all (1) processes, know-how, technical data, and other trade secrets; (2) sales forms and promotional and advertising materials; (3) copyrights, whether registered or not, patents, trademarks, whether registered or not, and applications, registrations, and renewals with respect thereto; (4) customer, supplier and contractor lists; (5) software licensing and equipment rental agreements associated with computers or data processing; and (6) goodwill associated therewith. Additionally, Seller hereby grants to Buyer an exclusive perpetual license in Seller's right to use the names "Perma-Bilt Homes" and "Perma-Bilt," and all variations of or derivations from such names and any and all logos used in connection therewith; provided, however, Selling Parties' shall have the right to use the name "Perma-Bilt" for corporate purposes for a period of up to 30 days after the Closing. The foregoing is hereinafter referred to as the "Asset Intellectual Property";
F. All of the books, instruments, papers, and records of whatever nature and wherever located, whether in written form or another storage medium, including without limitation (1) copies of accounting and financial records; (2) property records and reports; (3) environmental records and reports;
Communication Equipment All charges for equipment or services used for communication between the Manager or the Corporation or Fund and the custodian, transfer agent or any other agent selected by the Corporation;
Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.
No Distribution of Other Offering Materials The Partnership Entities have not distributed and, prior to the later to occur of (i) the Closing Date or any settlement date and (ii) completion of the distribution of the Units, will not distribute, any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement, and other materials, if any, permitted by the Act, including Rule 134.
