Supervision and Compliance Sample Clauses

Supervision and Compliance. The activities of the Investment Adviser shall be subject at all times to the direction and control of the Board of Trustees of the Trust and shall comply with: (a) the Trust Instrument and By-Laws of the Trust; (b) the Registration Statement of the Trust, as it may be amended from time to time, including the investment objectives and policies set forth therein; (c) the Investment Company Act and the regulations thereunder; (d) the Internal Revenue Code of 1986 and the regulations thereunder applicable to regulated investment companies; (e) any other applicable laws or regulations; and (f) such other limitations as the Board of Trustees may adopt.
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Supervision and Compliance. As the principal underwriter for the Contracts, Distributor shall retain full responsibility for and shall continue to perform the supervision, compliance, and similar functions it currently undertakes.
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Supervision and Compliance. The Distributor will assume full responsibility for securities law compliance by the Associated Persons with respect to Contracts and Shares, including, as applicable, compliance with the NASD Rules of Fair Practice and Federal and state securities laws and regulations. The Distributor, directly or through the Company as its agent, will (1) make timely filings with the SEC, NASD, and any other securities regulatory authorities of any sales literature or materials relating to the Contracts, Accounts or the Shares, as required by law to be filed, (2) make available to the Company copies of any agreements or plans intended for use in connection with the sale of the Contracts in sufficient numbers and in adequate time for clearance by the appropriate regulatory authorities before they are used, and (3) train the Associated Persons, use its best efforts to prepare them to complete satisfactorily any and all applicable NASD and state securities examinations, register the Associated Persons as its registered representatives or principals to the extent legally required before they engage in securities activities, and diligently supervise and control them in the performance of such activities. The parties agree to use their best efforts to obtain any required clearances by regulatory agencies as expeditiously as reasonably possible and shall not use any materials, plan or agreement in any jurisdiction unless all filings have been made and approvals obtained that are necessary to make said use proper and legal therein.
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Supervision and Compliance. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise, and, in its discretion, conduct investment advisory activities relating to the Trust. The activities of the Subadviser shall be subject at all times to the direction and control of the Board of Trustees of the Trust and the Adviser and shall comply with: (a) the Declaration of Trust and By-Laws of the Trust; (b) the Registration Statement of the Trust, as it may be amended from time to time, including the investment objectives and policies set forth therein; (d) the Investment Company Act and the regulations thereunder; (e) the Internal Revenue Code of 1986 and the regulations thereunder applicable to regulated investment companies; (f) any other applicable laws or regulations; and (g) such other limitations as the Adviser or the Board of Trustees of the Trust may adopt.
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Supervision and Compliance. The activities of the Investment Adviser shall be subject at all times to the direction and control of the Board of Managers and shall comply with: (a) the Certificate of Formation of the Company and the Operating Agreement, as such documents are amended from time to time; (b) the investment objective and policies of the Company as initially set forth in the Registration Statement as such objective and policies may be amended from time to time with advance notice to the Investment Adviser; (c) the applicable provisions of the Investment Company Act and the applicable regulations thereunder; (d) any other applicable laws or regulations; and (e) such other limitations as the Board of Managers may adopt.
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Supervision and Compliance. The GRANTOR and OSIPTEL shall have the right to request the CONCESSIONAIRE to submit periodic reports, statistics and any other information, which shall be complied with by the CONCESSIONAIRE within the requested terms, as well as to inspect, themselves or through third parties, the facilities of the CONCESSIONAIRE, its files and records and other data and to request any other additional information in order to supervise and enforce the terms of this Clause. OSIPTEL shall have the right to adopt corrective, precautionary, preventive and sanctioning measures, in the form of resolutions and mandates, in accordance with the APPLICABLE LAWS AND PROVISIONS. The CONCESSIONAIRE shall provide, free of charge, remote access in reading mode so that the operations management systems can be viewed from OSIPTEL's and the GRANTOR's premises. The OSS systems shall include network and service management systems such as fault management, performance, configuration, provisioning and any other system that allows monitoring and supervision of the availability, quality and performance of the GRANTED SERVICES, taking into account what is indicated in the series M.3000 recommendations of the Tax Units. The set of platforms, applications, protocols and/or processes corresponding to the OSS systems to be used by the CONCESSIONAIRE, as well as the modality of free remote access to these systems, shall be submitted for OSIPTEL's approval no less than sixty (60) DAYS prior to the DATE OF COMMENCEMENT OF OPERATIONS. OSIPTEL shall issue its decision within a term no longer than thirty (30) working days counted from the date of its submission.
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Supervision and Compliance. External Manufacturers, Suppliers and their Subcontractors shall authorize Inditex and/or any third parties the former might appoint, to carry out inspections and audits in order to verify the appropriate enforcement of the Code. For these purposes, they shall provide the inspectors and/or auditors with the required means and the appropriate access to the facilities and documentation required to ensure this verification.
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Supervision and Compliance. The activities of the Managing Investment Adviser shall be subject at all times to the direction and control of the Board of Directors and shall comply
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Related to Supervision and Compliance

  • Supervision and Oversight The Contractor shall be solely responsible for providing supervision and oversight to all the Contractor’s personnel that are assigned to the Agency properties pursuant to this contract.

  • Litigation and Compliance ‌ (a) Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened: (i) against or affecting GLC or the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by GLC or the GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is GLC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on GLC. (d) Neither GLC nor any of its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on GLC or which is reasonably likely to prevent GLC from performing its obligations under this Agreement. (e) To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on GLC.

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • Permits and Compliance Section 2.9

  • FUND COMPLIANCE 3.1 The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the requirements of Subchapter M of the Code or the diversification requirements of Section 817(h) of the Code may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. The Fund and the Adviser further acknowledge that any such failure may result in costs and expenses being incurred by the Company in obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund or as well as fees and expenses of legal counsel and other advisors to the Company and any federal income taxes, interest or tax penalties incurred by the Company in connection with any such failure. 3.2 The Fund represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 3.3 The Fund represents that it will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and with Section 817(d) of the Code, relating to the definition of a variable contract, and any amendments or other modifications to such Section or Regulation. The Fund will notify the Company immediately upon having a reasonable basis for believing that the Fund or a Portfolio thereunder has ceased to comply with the diversification requirements or that the Fund or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation by the Fund, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 3.4 The Adviser agrees to provide the Company with a certificate or statement indicating compliance by each Portfolio of the Fund with Section 817(h) of the Code, such certificate or statement to be sent to the Company no later than thirty (30) days following the end of each calendar quarter.

  • Inspection and Reporting Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate, not more than once a year in the absence of an Event of Default, (i) to examine and make copies of and abstracts from such Grantor's records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other assets of such Grantor from time to time, (iii) to conduct audits, physical counts, appraisals and/or valuations, examinations at the locations of such Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate to discuss such Grantor's affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent or its designee(s) of a mutually agreeable confidentiality agreement.

  • ERISA Information and Compliance The Obligors will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by a Responsible Officer specifying the nature thereof, what action the Obligors, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (iii) immediately upon receipt thereof, copies of any notice of the PBGCs intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Obligors will, and will cause each Subsidiary and ERISA Affiliate to, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Examination and Review (i) After receipt of the Closing Working Capital Statement, Seller will have *** (***) days from the date on which Buyer has provided to Seller all access and information reasonably requested for such purposes (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Seller and its accountants will have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections. (ii) On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement will be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller will negotiate in good faith to resolve such objections within *** (***) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, will be final and binding.

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