OBLIGATIONS OF PARTICIPANT. (a) Pursuant to its obligations under the federal securities laws, the Participant agrees to maintain all books and records of all sales of Shares made by or through it and to furnish copies of such records to the Trust, [Transfer Agent/Index Receipt Agent] and/or the Distributor upon their reasonable request.
(b) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation and that it will maintain such procedures throughout the term of this Agreement.
(c) The Participant represents and warrants that it has taken affirmative steps so that will not be an affiliated person of a Fund, a promoter or principal underwriter of a Fund or an affiliated person of such persons due to ownership of Shares, including through its grant of an irrevocable proxy relating to the Shares to the Distributor.
OBLIGATIONS OF PARTICIPANT. (a) Pursuant to its obligations under the federal securities laws, the Participant agrees to maintain all books and records of all sales of Shares made by or through it and to furnish copies of such records to the Fund, Transfer Agent and/or the Distributor upon their reasonable request.
(b) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule, and regulation and that it will maintain such procedures throughout the term of this Agreement.
(c) The Participant represents, covenants, and warrants that it will not exercise or attempt to exercise a controlling influence over the management policies of the Fund and has taken affirmative steps so that it will not be an affiliated person of the Fund, a promoter or principal underwriter of the Fund or an affiliated person of such persons due to ownership of Shares, including through its grant of an irrevocable proxy relating to the Shares to the Distributor.
(d) The Participant shall provide the Prospectus, proxy materials and annual and other reports of the Fund, or any other information that the Fund is obligated to deliver to its shareholders, to the purchasers of any Shares as required by applicable law.
OBLIGATIONS OF PARTICIPANT. (a) The Participant agrees to maintain records of all sales of Fund Shares made by or through it and to furnish copies of such records to the Trust or the Distributor upon their reasonable request.
(b) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.
(c) The Participant represents, covenants and warrants that, during the term of this Agreement, it will not be an affiliated person of a Fund, a promoter or a principal underwriter of a Fund or an affiliated person of such persons, except under 2(a)(3)(A) or 2(a)(3)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”) due to ownership of Fund Shares.
(d) The Participant agrees that it will meet Distributor’s written creditworthiness standards at all times at which it performs activities pursuant to this Agreement and will inform the Distributor immediately should Participant not meet such standards. Participant agrees that it will be subject to various tests performed by Distributor to determine if the Participant is in compliance with the Distributor’s written creditworthiness standards and agrees to comply with all requests for information in order to permit the Distributor to perform such tests.
OBLIGATIONS OF PARTICIPANT. (a) The Participant agrees to maintain records of all sales of Fund Shares made by or through it and to furnish copies of such records to the Trust or the Distributor upon their reasonable request.
(b) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.
(c) The Participant represents, covenants and warrants that, during the term of this Agreement, it will not be an affiliated person of a Fund, a promoter or a principal underwriter of a Fund or an affiliated person of such persons, except under 2(a)(3)(A) or 2(a)(3)(C) of the 1940 Act, due to ownership of Fund Shares.
OBLIGATIONS OF PARTICIPANT. (a) Participant represents and warrants that it has developed and makes available to all patients a Notice of Privacy Practices that complies with 45 CFR 164.520 and any other applicable provisions of the HIPAA Regulations. Participant will provide AACVPR with a copy of its Notice of Privacy Practices upon request.
(b) Participant shall notify AACVPR of any limitation(s) in Participant’s Notice of Privacy Practices, to the extent that such limitation may affect AACVPR’s Use or Disclosure of PHI.
(c) Participant represents and warrants that, as of the Effective Date, all Disclosures of PHI made to AACVPR are permissible Disclosures under the HIPAA Regulations and applicable state law, and no Individual has restricted Disclosure so as to make the Disclosure to AACVPR impermissible. Participant will notify AACVPR of any restriction on the Use or Disclosure of PHI that Participant has agreed to in accordance with the HIPAA Regulations, 45 CFR 164.522, if such restriction affects AACVPR’s Use or Disclosure of PHI.
(d) Participant will not ask AACVPR to Use or Disclose PHI in any manner that would not be permissible under the HIPAA Regulations if undertaken by Participant; provided that Participant may, as otherwise permitted under this Agreement, request that AACVPR Use or Disclose PHI for the purposes of Data Aggregation or the proper management and administrative activities of AACVPR or to carry out the legal responsibilities of AACVPR, as provided for in 45 CFR 164.504(e)(4).
OBLIGATIONS OF PARTICIPANT a. The Participant shall maintain records of all sales of Fund Shares made by or through it and to furnish copies of such records to the Trust or the Distributor upon request.
b. The Participant shall maintain procedures designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.
c. The Participant represents, covenants and warrants that it is not and will not be (i) an affiliated person of a Fund, (ii) a promoter or a principal underwriter of a Fund, or (iii) an affiliated person of such persons (except under 2(a)(3)(A) or 2(a)(3)(C) of the 1940 Act due to ownership of Fund Shares).
d. The Participant shall maintain the e-mail address set forth on the signature page to this Agreement and promptly notify the Distributor of any e-mail address changes.
OBLIGATIONS OF PARTICIPANT. If the consummation of the Approved Sale would result in a Transfer of 100% of the Membership Interests in the Company, then the Majority Holders may in their sole discretion elect to cause the Company to structure the Approved Sale as a merger or consolidation or a as a sale of the Company’s assets. If such Approved Sale is structured as a merger, consolidation or a sale of assets, then Participant shall not have any dissenter’s rights, appraisal rights or similar rights in connection therewith. Participant agrees to consent to and raise no objections against an Approved Sale. In the event of the exercise by the Majority Holders of their Drag-Along Right, Participant shall take all necessary or desirable actions approved by the Majority Holders in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions necessary to provide customary representations, warranties, indemnities, covenants, conditions and other agreements relating to such Approved Sale and to otherwise effect the transaction; provided, however, that Participant shall not be required to indemnify the transferee pursuant to such agreements in an amount in excess of the gross proceeds paid to Participant in connection with the Approved Sale. Participant shall bear his or her ratable share (based on its percentage of the aggregate Membership Interests to be sold by all Members) of the out of pocket costs of the Approved Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of the Approved Sale.
OBLIGATIONS OF PARTICIPANT. (a) Pursuant to its obligations under the federal securities laws, the Participant shall maintain all books and records of all sales of Shares made by or through it as required by law and to furnish copies of such records to the Trust, Transfer Agent, and/or the Distributor upon their reasonable request, subject to any obligations under the federal or state securities laws that the Participant owes to its clients, as applicable to each client, or the applicable rules of any self-regulatory organization. This Section 12(a) shall survive the termination of this Agreement.
(b) The Participant affirms that it (i) has procedures in place designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule, and regulation and (ii) will maintain such procedures throughout the term of this Agreement.
(c) The Participant represents, covenants, and warrants that it has taken affirmative steps, so that the Participant will not be an affiliated person of a Fund, a promoter or principal underwriter of a Fund, or an affiliated person of such persons due to ownership of Shares (including through its grant of an irrevocable proxy relating to the Shares to the Distributor).
OBLIGATIONS OF PARTICIPANT. (a) The Participant agrees to maintain records of all sales of Shares made by or through it and to furnish copies of such records to the Trust or the Distributor upon their reasonable request.
(b) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.
(c) The Participant further represents that its anti-money laundering program (“AML Program”), at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (vii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (viii) allows for appropriate regulators to examine its anti-money laundering books and records. The Distributor shall verify the identity of each Authorized Participant and maintain identification verification and transactional records in accordance with the requirements of applicable laws and regulations aimed at the prevention and detection of money laundering and/or terrorism activities.
(d) The Participant represents and warrants that, during the term of this Agreement, it will not be an affiliated person of a fund, a promoter or a principal underwriter of a fund or an affiliated person of such persons, except under 2(a)(3)(A) or 2(a)(3)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”) due to ownership of Shares.
(e) The Participant agrees that it will meet Distributor’s written creditworthiness standards at all times at which it performs activities pursuant to this Agreement and will inform the Distributor immediately should Participant not meet such standards. Participant agrees that it will be subject to various tes...
OBLIGATIONS OF PARTICIPANT. (a) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.
(b) The Participant represents, covenants and warrants that it has taken affirmative steps so that during the term of this Agreement it will not be an affiliated person of a Fund, a promoter or a principal underwriter of a Fund or an affiliated person of such persons, due to ownership of Fund Shares, including through its grant of an irrevocable proxy relating to the Fund Shares to the Distributor.
