SPECIAL CONDUIT SITUATIONS Sample Clauses

SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others.
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SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such broker- dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that the Distributor shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the investment adviser to the Trust, including without limitation, financing arrangements with F.E.P. Capital, L.P. and all payments (including, without limitation, the $75,000 annual operational fee) made in connection therewith. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that the Distributor's obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement.
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SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker-dealers, retirement plan administrators or others by Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made by Distributor, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others; provided, however, Distributor's obligation to advance the commissions and/or service payments to broker-dealers, retirement plan administrators or others is contingent upon Distributor entering into a financing arrangement with S.G. Constellation L.L.C ("SGC") at the request of the Trust or the Adviser to the Trust. If the financing arrangement with SGC is terminated, Distributor is not required to continue to advance commissions or service payments to such broker-dealers, retirement plan administrators or others. If SGC does not provide financing for an existing or new Fund issued by the Trust, Distributor is not obligated to advance commissions or service payments in connection with sales of the existing or new Fund. The services rendered by the Distributor under this Section for which it is entitled to compensation shall be deemed to have been completed at the time such payments were made to such broker-dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that Distributor shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the Adviser to the Trust, including without limitation, financing arrangements with SGC and all payments made in connection therewith. The Trust's or Adviser's obligation to reimburse the Distributor for these payments shall be absolute and unconditional. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that Distributor's obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement. In consideration of the Distributor's service as a conduit for up front and/or recurring commission and/or service payments to broker-dealers, retirement plan administrators or others, recogniz...
Sample 1
SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by PFPC Distributors with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made by PFPC Distributors, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that PFPC Distributors shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the Adviser to the Trust, including without limitation, financing arrangements with S.G. Constellation L.L.C. and all payments made in connection therewith. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that PFPC Distributor's obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement.
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Related to SPECIAL CONDUIT SITUATIONS

  • Special Conditions a. To the extent that this Amendment conflicts with the Agreement, this Amendment shall control. No right or license of any kind is granted to Licensee except as expressly provided in the Agreement and this Amendment.

  • Information Concerning Financial Condition of the Credit Parties No Party has any responsibility for keeping any other Party informed of the financial condition of the Credit Parties or of other circumstances bearing upon the risk of nonpayment of the Original First Lien Obligations, the Original Second Lien Obligations or any Additional Obligations, as applicable. Each Party hereby agrees that no Party shall have any duty to advise any other Party of information known to it regarding such condition or any such circumstances. In the event any Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Party to this Agreement, it shall be under no obligation (a) to provide any such information to such other Party or any other Party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

  • Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:

  • Agreement Regarding Oral Due Diligence By participating in an Offering, each Underwriter agrees that it, each of its affiliates participating in an Offering as Underwriter or financial intermediary and each controlling person of it and each such participating affiliate are bound by the Agreement Regarding Oral Due Diligence currently in effect between Xxxxxx Xxxxxxx and the accounting firm or firms that participate in oral due diligence in such offering.

  • Agreements Affecting Financial Condition No Credit Party is party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Financial Conditions The Borrower shall ensure that:

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Financial Condition and Operations The Borrower will not permit any of the events set forth below to occur.

  • Financial Condition of the Borrower Any Credit Extension may be made to the Borrower or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower. Each Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Loan Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of the Borrower now known or hereafter known by any Beneficiary.

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