Licensing; Client Agreements Sample Clauses

Licensing; Client Agreements. (1) As soon as practicable after the date hereof, Grant Tani and the Principals shall cause xxx XXX xnd the Management Company and/or any Principal to be licensed as investment advisers and the Principals and associated persons of the LLC and of the Management Company to be licensed as investment adviser representatives with the Securities Regulation Division of the California Department of Corporations. Grant Tani shall provide Holdings with evxxxxxx xxxt the LLC, the Principals and the Management Company have obtained any such licenses promptly after they are obtained. (2) As soon as practicable after such licenses have been obtained, Grant Tani shall cause the LLC to enter ixxx x xxxxten agreement, in a form substantially similar to Exhibit C hereto except as that form may be revised to incorporate revisions requested by the California Department of Corporations (a "Client Agreement"), with each client to or for whom the LLC or any Principal proposes to provide investment advice (including, without limitation, suggesting investment advisers or investment managers or monitoring or recommending investments) whether by itself, as a general partner or managing member of any entity or otherwise. Grant Tani shall provide Holdings with coxxxx xx xxl such agreements promptly after they are fully executed. b. As soon as practicable after the date hereof, Grant Tani shall cause at least two indivxxxxxx xxx will primarily be responsible for preparing and signing client tax returns on behalf of the LLC to be licensed as tax preparers under the provisions of California Business and Professions Code Sections 22250-22258. Grant Tani shall provide Holdings with evxxxxxx xxxt those licenses have been obtained promptly after they are obtained. c. As soon as practicable after the date hereof, Grant Tani and the Principals shall cause Xxxxx Xxxi to be licensed as a public accxxxxxxx xxrm by the California State Board of Accountancy. Grant Tani shall provide Holdings with evxxxxxx xxxt license has been obtained promptly after it is obtained. After that license has been obtained, the Principals shall cause Grant Tani to enter into an agreement witx xxx XXX under which Grant Tani would issue financial reports xxxx x xxxer letter in compliance with professional standards under California law on behalf of the LLC at a fee not to exceed $[*] per report.
AutoNDA by SimpleDocs
Licensing; Client Agreements. (1) Grant Tani and the Principals shall have xxxxxx xxx LLC, the Management Company and/or any Principal to be licensed as investment advisers and the Principals and associated persons of the LLC and of the Management Company to be licensed as investment adviser representatives with the Securities Regulation Division of the California Department of Corporations. (2) Grant Tani and the Principals shall have xxxxxxxx Xoldings a list identifying each client to or for whom the LLC proposes to provide investment advice after Closing (including, without limitation, suggesting investment advisers or investment managers or monitoring or recommending investments), whether by itself, as a general partner or managing member of any entity or otherwise, and shall have caused the LLC to enter into a Client Agreement with each such client. b. Grant Tani shall have caused at xxxxx xxx xxxxviduals who will primarily be responsible for preparing and signing tax returns on behalf of the LLC to be licensed as tax preparers under the provisions of California Business and Professions Code Sections 22250-22258. c. Grant Tani shall have caused itsxxx xx xx xxxxnsed as a public accounting firm by the California State Board of Accountancy, and the Principals shall have caused Grant Tani to enter into an agreement witx xxx XXX under which Grant Tani would issue financial reports xxxx x xxxer letter in compliance with professional standards under California law on behalf of the LLC for a fee not to exceed $[*] per report. At Closing, Grant Tani shall deliver to Holdings a cexxxxxxxxx certifying compliance with this Section 9.4.

Related to Licensing; Client Agreements

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Vendor Agreement (Part 1)

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!