Parallel Xxx Sample Clauses

Parallel Xxx. (a) Each Lien Grantor undertakes with the Global Collateral Agent to pay to the Global Collateral Agent its Parallel Debts. The parties acknowledge that the Global Collateral Agent is the creditor of the Parallel Debts and shall act in its own name and not as agent of any Secured Party (but always for the benefit of the Secured Parties in accordance with the provisions of the Secured Agreements).
Sample 1
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Related to Parallel Xxx

  • /s/ Xxxxx X Xxxx ------------------ ..................

  • Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

  • /s/ Xxxxxx X Xxxxx ------------------- ..................

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • Duties of Xxxxx Xxxxx The Trust hereby employs Xxxxx Xxxxx to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer the Fund’s affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Xxxxx Xxxxx hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of Xxxxx Xxxxx’x organization in the choice of investments, in the purchase and sale of securities and in the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Xxxxx Xxxxx’x organization and all personnel of Xxxxx Xxxxx performing services relating to research and investment and administrative activities. Xxxxx Xxxxx shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. In connection with its responsibilities as administrator of the Fund, Xxxxx Xxxxx will: · assist in preparing all annual, semi-annual and other reports required to be sent to Fund shareholders and/or filed with the Securities and Exchange Commission (“SEC”), and arrange for such filing and printing and dissemination of such reports to shareholders; · prepare and assemble all reports required to be filed by the Trust on behalf of the Fund with the SEC on Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; · review the provision of services by the Fund’s independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust concerning the performance of the independent accountants as the Trustees deem appropriate; · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; · arrange for the dissemination to shareholders of the Fund’s proxy materials, and oversee the tabulation of proxies by the Fund’s transfer agent or other duly authorized proxy tabulator; · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund’s shares by the custodian; · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund’s transfer and dividend disbursing agent as the Trustees deem appropriate; · establish the accounting policies of the Fund; reconcile accounting issues that may arise with respect to the Fund’s operations; and consult with the Fund’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions; · review the Fund’s bills and authorize payments of such bills by the Fund’s custodian; · oversee services provided to the Fund by external counsel; · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Trust on behalf of the Fund with the SEC and any other regulatory body; and · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund’s business affairs. Xxxxx Xxxxx shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Trust, Xxxxx Xxxxx shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws, registration statement of the Trust under the Investment Company Act of 1940 and any applicable Fund compliance procedures adopted by the Board of Trustees, all as from time to time amended. Xxxxx Xxxxx is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify Xxxxx Xxxxx thereof in writing, Xxxxx Xxxxx shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Xxxxx Xxxxx shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of the Fund. Xxxxx Xxxxx shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by Xxxxx Xxxxx, and to that end Xxxxx Xxxxx is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, Xxxxx Xxxxx shall adhere to procedures adopted by the Board of Trustees of the Trust. Notwithstanding the foregoing, Xxxxx Xxxxx shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Fund, nor shall Xxxxx Xxxxx be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust or the Fund.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Xxxx-Xxxxx Act Borrower will comply with the applicable requirements of the Xxxx-Xxxxx Act in purchasing any Replacement Cap Agreement.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

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