Services Provided by Edgewood Sample Clauses

Services Provided by Edgewood. (A) Edgewood will provide an automated interface between the Funds and Edgewood's customers ("Customers") in order to provide or cause to be provided the services described herein and in Schedule A and Schedule B. (B) Edgewood will transmit to the Fund or its designee purchase and redemption orders on behalf of holders of shares of beneficial interest in the Funds ("Shareholders'"). (C) Edgewood will (1) maintain and preserve all records required by law to be maintained and preserved in connection with the services; (2) upon request by the Fund or Fund Agent(s), promptly make such records available to the Fund or Fund Agent(s); (3) promptly notify the Fund or Fund Agent(s) if Edgewood experiences any difficulty in maintaining the records described in (1) in an accurate and complete manner. (D) Edgewood will cause Customers to (1) ensure that Shareholders whose shares of beneficial interest ("Shares") Customers are holding as record owners receive prospectuses to the extent required by law and statements of additional information upon their request; (2) effect delivery to such Shareholders of copies of any amended prospectus or prospectus supplement as soon as reasonably practicable upon request of Fund Agent(s); and (3) effect delivery to such Shareholders of copies of the periodic financial reports and proxy solicitation materials of the Funds. Fund Agent(s) agree to deliver to Customers as many copies of the prospectuses and related statements of additional information, periodic financial reports and proxy solicitation materials as Customers may reasonably request in order to comply with this Subsection. (E) Edgewood will obtain or cause to be obtained any taxpayer identification number certification form from its Customers required under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations of the Department of Treasury, and will provide Fund Agent(s), or their respective designees, with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Services Provided by Edgewood. (a) Edgewood shall provide an automated interface between Customers and the Funds in order to provide certain services, including, but not limited to: (i) delivery of transactions to and from Customer sub-accounting systems; (ii) electronic purchase and redemption confirmations directly to Customer; (iii) the consolidated net settlement of Customer purchases, redemptions and dividend disbursements; (iv) information detailing all Customer transactions and account activity ; or (v) the electronic delivery of dividend factors, dividend notices and audited NAVs for the Funds. (b) Edgewood shall provide or cause to be provided certain services, including, but not limited to: (i) maintaining a record of the number of Shares held in the accounts on behalf of each Customer or each individual having a beneficial interest in the Shares (the "Shareholder(s)"), which shall include the name, residence or company address and taxpayer identification number of each Customer or Shareholder; (ii) investigating all inquiries from Customers or Shareholders relating to their accounts and account transactions and responding to communications from Customers (including routine client inquiries regarding the Funds), Shareholders and others relating to Edgewood's duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Edgewood and Fund Agent; and (iii) such other services as Fund Agent may reasonably request. (c) Edgewood shall cause Customers to ensure that Shareholders whose Shares Customers are holding as record owner receive prospectuses to the extent required by law and statements of additional information upon their request. Edgewood agrees to cause Customers to effect delivery, as soon as reasonably practicable upon Fund Agent's request, copies of any amended prospectus or prospectus supplement to beneficial owners whose Shares Customers are holding as record owner and to cause Customers to effect delivery to such beneficial owners copies of the periodic financial reports and proxy solicitation materials of the Funds. Fund Agent agrees to deliver to Customers as many copies of the prospectuses and related statements of additional information, periodic financial reports and proxy solicitation materials as Customers may reasonably request in order to comply with this paragraph. (d) Edgewood will (i) maintain all records required by law (including records detailing the services it provides in return for the fees to which it is ent...
Sample 1

Related to Services Provided by Edgewood

  • Services Provided by Party A 1.1 Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with comprehensive technical support, consulting services and other services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, including but not limited to the follows: (1) Licensing Party B to use any software legally owned by Party A; (2) Development, maintenance and update of software involved in Party B’s business; (3) Design, installation, daily management, maintenance and updating of network system, hardware and database design; (4) Technical support and training for employees of Party B; (5) Assisting Party B in consultancy, collection and research of technology and market information (excluding market research business that wholly foreign-owned enterprises are prohibited from conducting under PRC law); (6) Providing business management consultation for Party B; (7) Providing marketing and promotion services for Party B; (8) Providing customer order management and customer services for Party B; (9) Leasing of equipments or properties; and (10) Other services requested by Party B from time to time to the extent permitted under PRC law. 1.2 Party B agrees to accept all the services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may designate other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the services under this Agreement. For the purpose of this Agreement, Party A and other parties designated by Party A may be respectively referred to as a “Service Provider,” or collectively as “Service Providers.”

  • Services Provided by Attorneys Any services to be provided by a law firm or attorney must be reviewed and approved in writing in advance by the City Attorney. No invoices for services provided by law firms or attorneys, including, without limitation, as subcontractors of Contractor, will be paid unless the provider received advance written approval from the City Attorney.

  • Services Provided Subcontractor agrees to complete the following: ____________ ___________________________________________________________ (“Services”).

  • SERVICES TO BE PROVIDED BY CONSULTANT 1.1 In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Services when required by ANAHEIM. The Services are more particularly described in the General Scope of Work attached hereto as Exhibit A and incorporated herein by this reference (“General Scope of Work”). In addition to the General Scope of Work, the Services will also be described in a Request for Work Order Proposal (“RFWOP”) and in a Notice to Proceed, as described in Section 1.4. ANAHEIM may elect to delete certain tasks of the General Scope of Work or the RFWOP at its sole discretion. The Services will not be performed by the CONSULTANT until ANAHEIM selects CONSULTANT in accordance with this Section 1. If selected, CONSULTANT shall perform the Services as directed by ANAHEIM and in accordance with the RFWOP, the Notice to Proceed, and this Agreement. By entering into this Agreement, ANAHEIM does not guarantee CONSULTANT that ANAHEIM will select CONSULTANT to provide any Services under this Agreement. 1.2 When the Services are required, ANAHEIM will issue an RFWOP in writing or electronically for the project-specific Services, including a specific scope of work, schedule for completion of the Services, task specifications, name of the Project Administrator, and other data specific to that RFWOP. CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal (“Work Order Proposal”) indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements. 1.3 For any RFWOP with an anticipated fee : (i) under $50,000, ANAHEIM will send, in writing or electronically, the RFWOP to one (1) pre-qualified consultant, which may or may not include CONSULTANT; (ii) of $50,000 to $150,000, ANAHEIM will send, in writing or electronically, the RFWOP to up to three (3) pre-qualified consultants, which may or may not include CONSULTANT; (iii) of $150,000 and up to $250,00, ANAHEIM will send, in writing or electronically, the RFWOP to up to five (5) pre-qualified consultants, which may or may not include CONSULTANT. ANAHEIM does not give any guarantee to CONSULTANT that ANAHEIM will send such an RFWOP to CONSULTANT at any point during the term of this Agreement. If (a) ANAHEIM sends CONSULTANT an RFWOP and (b) CONSULTANT desires to be considered for the RFWOP, CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements. 1.4 Selection of a prequalified consultant to complete the Services requested in any RFWOP shall be based on the criteria set forth herein. ANAHEIM will issue a Notice to Proceed (“Notice”) to the successful consultant who has submitted a Work Order Proposal. The Notice and the RFWOP shall constitute the “Work Order”. If CONSULTANT fails to promptly commence work and/or diligently pursue a Work Order as set forth therein, ANAHEIM may elect to terminate the Work Order or this Agreement. 1.5 CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that a Work Order will be awarded to the prequalified consultant most qualified in ANAHEIM's opinion to provide services set forth in the RFWOP within the scheduled completion date based upon the following criteria: .01 Ability of the consultant to perform the specific tasks outlined in the RFWOP; .02 Qualifications of the specific individuals to perform the specific tasks outlined in the RFWOP; .03 Amount and quality of time key personnel will be involved in their respective portions of the Services outlined in the RFWOP; .04 Reasonableness of the fee requested to provide the Services outlined in the RFWOP; .05 Demonstrated record of success by the consultant on work previously performed for ANAHEIM or for other municipalities or enterprises and .06 The specific methods and techniques to be employed by the consultant in providing the Services outlined in the RFWOP. 1.6 In the event of conflicting provisions, the provisions shall govern in the following order: (1) the Notice to Proceed; (2) the RFWOP; (3) CONSULTANT’s Work Order;

  • Services Rendered At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the Award) of the value of the services rendered by the Participant and the sufficiency of the consideration to meet the requirements of Section 6(b).

  • Reimbursable Services Reimbursable Services are the services specifically identified in Paragraph 15.2 that are provided by the Architect/Engineer in conjunction with the delivery of Basic Services under this Agreement. Compensation for Reimbursable Services will be made when the services are complete.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • Services Fees The Fees are stated on the Stripe Pricing Page, unless you and Stripe otherwise agree in writing. Stripe may revise the Fees at any time. If Stripe revises the Fees for a Service that you are currently using, Stripe will notify you at least 30 days (or a longer period if Law requires) before the revised Fees apply to you.

  • Service Fees Pricing and procedure details provided in the original signed agreement.

  • Expenses Paid by Manager The Manager hereby agrees to pay all expenses of the Fund, including the Fund's management and investment advisory fee and the Fund's dividend disbursing, administrative and accounting services fee (but excluding taxes and brokerage fees and commissions, if any) that exceed 1.25% of the Fund's average daily net assets on an annual basis up to the amount of the management and investment advisory fee payable by the Fund to the Manager. All other expenses shall be paid by the Fund. From time to time and subject to discontinuance at any time, the Manager may voluntarily assume certain expenses of the Fund. Organizational costs borne by the Manager to the Fund will be amortized and reimbursed to the Manager by the Fund over a 60-month period.

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