Shared Employees. The Adviser agrees that only its employees who are registered representatives of the Distributor (“Shared Employees”) shall offer or sell Shares of the Portfolios and further agrees that the activities of any such Shared Employees as registered representatives of the Distributor shall be limited to offering and selling Shares. If there are Shared Employees, one employee of the Adviser shall register as a principal of the Distributor and assist the Distributor in monitoring the marketing and sales activities of the Shared Employees. If there are Shared Employees, the Adviser shall maintain errors and omissions and fidelity bond insurance policies providing reasonable coverage for its employee’s activities and shall provide copies of such policies to the Distributor. If there are Shared Employees, the Adviser shall indemnify and hold harmless the Distributor against any and all liabilities, losses, damages, claims and expenses (including reasonable attorneys’ fees and disbursements and investigation costs incident thereto) arising from or related to the Adviser’s employees’ activities as registered representatives of the Distributor, including, without limitation, any and all such liabilities, losses, damages, claims and expenses arising from or related to the breach by such Shared Employees of any rules or regulations of FINRA or SEC.
Shared Employees. Each individual who is an officer, director or employee of any member of the Parent Group and any member of the SpinCo Group shall resign, effective at or prior to the Distribution, from all positions such individual holds with the SpinCo Group, such that following the Distribution such individual will not hold such positions in both Groups.
Shared Employees a. The duties and responsibilities of each Shared Employee at the Bank (“Bank Responsibilities”) are set forth in the Shared Employee Addendum. While performing Bank Responsibilities, the Shared Employee shall be deemed to be employed exclusively by the Bank and the Bank alone shall be responsible for the supervision and direction of the Shared Employee during such periods. While performing duties and responsibilities for an Affiliate, the Shared Employee shall be deemed to be employed exclusively by the Affiliate, and the Affiliate alone shall be responsible for the supervision and direction of the Shared Employee during such periods. All data, documents, and information furnished by the Bank to any Shared Employee, or obtained by the Shared Employee, in connection with Shared Employee’s performance of Bank Responsibilities shall remain the exclusive property of the Bank and shall be subject to the confidentiality provisions of Section 11 hereof.
b. A Shared Employee shall act in the best interests of the Bank while performing Bank Responsibilities.
c. Allocation of Shared Employee costs and expenses shall be as set forth in the applicable Services Addendum.
d. Subject to this Section 4, allocation of time and responsibilities of a Shared Employee between the Bank and the related non-subsidiary Affiliate shall be agreed by the Bank and such Affiliate from time to time. In the event that there is a conflict between priorities of the Bank and the related Affiliate, a Shared Employee’s performance of Bank Responsibilities shall take priority over performance of Services for such Affiliate to the extent failure by the Shared Employee to perform Bank Responsibilities could adversely affect the safe and sound operation of the Bank or compliance with banking laws or regulations, as determined by the Bank acting reasonably and in good faith.
e. The relationship between the Bank and the related Affiliate pursuant to this Section 4 is solely that of independent parties contracting to allocate the time and expenses of a Shared Employee.
Shared Employees. Shared employees are a category of Affiliated Operations where (i) Affiliate personnel are assigned to work in whole or in part in support or on behalf of the Company or any Controlled Entity whether or not performance is governed by the terms of a relevant agreement among the affiliated companies or (ii) persons employed by the Company (or any Controlled Entity) are assigned to work in whole or in part in support or on behalf of any Affiliate whether or not performance is governed by the terms of relevant agreement among the affiliated companies. Shared Employees are not permitted prior to DCSA approval of a corresponding AOP.
Shared Employees. Dxxxxxx XxXxxxxx and Mxxxxxx Xxxxxxx are currently providing services to both the Company and SRM and shall continue to do so during the one year period following this Agreement (the “Transition Period”). For providing these services, Mx. XxXxxxxx and Mx. Xxxxxxx shall be paid $25,000 per annum directly from SRM.
Shared Employees. Each individual who is an officer, director or employee of any member of the Xxxxxx Xxxxxxx Group and any member of the Discover Group shall resign, effective at or prior to the Distribution, from all positions such individual holds with all members of one or the other Group, such that following the Distribution such individual will not hold such positions in both Groups.
Shared Employees. On or prior to the Distribution Date, unless otherwise required by one or both Administrative Services Agreements, Cantor and BGC Partners will take all actions reasonably required to ensure that each Shared Employee is employed by or a service provider of a member of the Cantor Group. On and following the date on which such Shared Employee is transferred to a member of the Cantor Group, for so long as the applicable Shared Employees continue to provide services to the BGC Partners Group and/or Newmark Group, as applicable, unless otherwise required by one or both Administrative Services Agreements, (i) BGC Partners shall be responsible for the cost of services provided by Shared Employees to the BGC Partners Group and (ii) Newmark shall be responsible for the cost of services provided by Shared Employees to the Newmark Group, and in each case, the amount of such costs shall be determined on the same basis as such Liabilities have historically been allocated to members of the BGC Partners Group and Newmark Group, as applicable, in the ordinary course prior to the Distribution Date.
Shared Employees. Immediately prior to the Distribution Date, (i) each Person who is an officer, director or employee of any member of the Ameriprise Group and an officer, director or employee of any member of the AXP Group (a "Shared Employee") and who is to continue as an officer, director or employee of any member of the Ameriprise Group after the Distribution Date shall resign, effective at or prior to the Effective Time, from each of such Person's positions with each member of the AXP Group and (ii) each such Shared Employee who is to continue as an officer, director or employee of any member of the AXP Group after the Distribution Date shall resign, effective at or prior to the Effective Time, from each of such Person's positions with each member of the Ameriprise Group.
Shared Employees. Shared Employees shall be entitled to receive compensation from both NorthStar Realty and NSAM and shall be eligible to participate in both NorthStar Realty Plans and NSAM Plans.
Shared Employees. Will Receiving Party utilize Shared Employees of the Servicing Party? For all Services Addenda under which the Bank or a Bank subsidiary is providing services that include Shared Employees, the Bank shall be reimbursed pursuant to a calculation based on an estimate of the percentage of time spent by the Shared Employee on non-bank matters.
