Legal and Compliance Services Sample Clauses

Legal and Compliance Services including litigation management, regulatory, finance transactions, vendor agreements, document review and other general support functions, state exams, state reporting, licensing, fee engine administration, and broker and closing agent approvals.
Sample 1
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Legal and Compliance Services. Business Function Legal and Compliance Services Providing Party Xxxxxx Xxxxxxx Receiving Party MSCI Description of Services: Xxxxxx Xxxxxxx will perform the following Services for MSCI: • Provide legal and compliance support, itself or through outside counsel, for MSCI and all its subsidiaries in a manner consistent with past practice for Xxxxxx Xxxxxxx during the Baseline Period. The Services include but are not limited to support for: • Intellectual Property matters, including maintaining trademark and patent portfolios and advising re data privacy issues • Licensing matters, including assistance with data and software supply agreements, end user client agreements, and financial product license agreements • Employment and HR matters, including with respect to benefits, hiring, and termination matters • Corporate secretarial matters outside of the US, including maintaining corporate minute books • Compliance training, including Code of Conduct, Anti-Money Laundering, Foreign Corrupt Practices Act, Anti-Harassment, Careful Communications, and all other firm-wide compliance training • Employee trading surveillance • Outside business activity monitoring • Real Estate property lease reviews • Litigation matters • M&A matters • Transition matters, including transitioning off of Xxxxxx Xxxxxxx enterprise contracts and onto MSCI specific contracts • Any other relevant legal Services of a type historically handled by Xxxxxx Xxxxxxx’x Legal and Compliance Division for MSCI. MSCI and its subsidiaries shall retain outside counsel for MSCI’s own account for matters of the type historically handled by outside counsel.
Sample 1
Legal and Compliance Services. Business Function Legal and Compliance Services Providing Party Mxxxxx Sxxxxxx Receiving Party MSCI
Sample 1
Legal and Compliance Services. The following shall constitute a schedule of legal and compliance services that may be provided by Pacific Life and/or PLFA personnel under this Agreement: Draft, prepare, review, edit, and file, as applicable: • Fund’s registration statement • Proxy/information statements • Combined proxy/registration statements on Form N-14 • N-SAR, N-CSR, N-PX, and N-Q, and other SEC, or other federal or state filings as may be required • Amendments or supplements to any of the foregoing • Recommendations and reports to Fund Board on matters not involving investment advice • New or revised Fund procedures • Documents, filings and correspondence relating to maintenance of the Fund’s legal existence • Shareholder correspondence • Securities law changes that may affect the Fund • Insurance laws and regulations that may affect the Fund • Providing counsel with respect to legal/compliance issues relating to the Fund raised by the Fund’s trustees and/or officers or by Pacific Life’s or PLFA’s regulatory compliance support staff • Implementation and on-going compliance and oversight of the Fund’s securities lending program, recapture program and such other programs or services as the Fund may adopt/implement from time to time • Verification of information provided by, coordination with, and review, oversight, evaluation, and analysis of all Fund service providers ADDENDUM C CHIEF COMPLIANCE OFFICER SERVICES The following shall constitute a schedule of services that may be provided by the Fund’s Chief Compliance Officer (the “CCO”) and by other Pacific Life and/or PLFA personnel under this Agreement: All work performed by the CCO and by other Pacific Life and/or PLFA personnel in connection with the 38a-1 Program and other compliance oversight and reporting, including, but not limited to: • Creating, editing, reviewing, auditing, examining, and/or inspecting Fund compliance and control procedures. • Establishing and carrying out the 38a-1 Program’s due diligence/review process relating to Fund service providers. • Preparation of reports to the Fund Board and/or the Audit Committee. • Providing information/support to the Fund Board including attendance at various meetings.
Sample 1
Legal and Compliance Services 
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Related to Legal and Compliance Services

  • Compliance Services (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I.

  • Legal and Regulatory Compliance The issuance of Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. If the Company determines that the issuance of any Shares will violate federal securities laws or other applicable laws or regulations or the requirements of any exchange or market system upon which the Shares are listed, the Company may defer issuance until the earliest date at which the Company reasonably anticipates that the issuance of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority, but the inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of Shares, the Company may require Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Compliance Control Services (1) Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Trust, the Securities and Exchange Commission (the “SEC”), and the independent accountants.

  • Compliance Support Services Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. · Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel. · Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement. · Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • Legal Services Legal services and expenses in connection with the affairs of the Trust, including registering and qualifying its shares with regulatory authorities;

  • General Compliance This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

  • Chief Compliance Officer The Chief Compliance Officer of the Trust will be responsible for administering its compliance policies and procedures, shall have sufficient authority and independence within the organization to compel others to adhere to the compliance policies and procedures, shall report directly to the Board of Trustees, shall annually furnish a written report on the operation of the compliance policies and procedures to the Board of Trustees and shall perform such other duties as prescribed by the Board of Trustees.

  • Customer Services Provide services and systems dedicated to customer service, including billing, remittance, credit, collections, customer relations, call centers, energy conservation support and metering.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

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