Reg. Section 1.163-5(c)(2)(i)(D)(6);
Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to request relief from the Commissioner of Internal Revenue Service, and that in such an event Adviser shall work in conjunction with Sub-Adviser in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser's opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it:
Reg. 860G-2(a)(3) or any similar rule that treats a defective obligation as a qualified mortgage for a temporary period);
Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser's reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it:
Reg. Section 1.163-5(c)(2)(i)(D)(4) for the offer or sale during the restricted period of Debt Securities in bearer form; and
Reg. 860G-2(a)(3) or any similar rule that treats a defective obligation as a qualified mortgage for a temporary period). Any breach of this representation shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loans;
Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the Properties, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Properties, and Sellers shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Properties, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.
Reg. Date ----- --------------- ------- --------- ------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> Xxxxxx Line, Inc. OPTIMEDIA CABINET SYSTEM TX3508669 3/2/93 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. TAPE CARTRIDGE MAGAZINE STORAGE SYSTEMS TX3383340 8/31/92 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE INC., ALL PRODUCTS CATALOG TX3385770 8/28/92 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. STOR TRACK MOBILE SYSTEMS TX3360159 7/21/92 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. CONSIDER THE POSSIBILITIES TX3243358 2/24/92 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE SEVEN STEPS TO SUCCESS TX2944355 11/21/90 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE DIRECT MAIL CATALOG XX0000000 10/12/90 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE COMPUTER SUPPORT FURNITURE TX2835748 5/25/90 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE AUTOSCAN: TAPE SCANNING TECHNOLOGY FOR TX2838501 6/5/90 FAST ACCURATE LIBRARY TRACKING OPERATIONS ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE TRI-CODE LABELS: DESIGNED FOR STORAGE TX2838500 6/5/90 TECHNOLOGY'S 4400 AUTOMATED CARTRIDGE SYSTEM ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. XXXXXX LINE 3480 CONVERSION KIT TX2838499 6/5/90 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. DATA CENTER INFORMATION SYSTEMS TX2815172 4/26/90 ------------------------------------------------------------------------------------------------------------- Xxxxxx Line, Inc. GENERAL OFFICE FILING SYSTEMS TX2815171 4/26/9...
Reg. 22/96 and those requirements of Part 7 of that Regulation that apply to those sections.
Reg. Section 1.
