The Series. A Person shall be deemed admitted as a Series Member at the time the Person (A) executes a subscription agreement evidencing the purchase of Series Shares and such Person’s agreement to be bound by the terms of this Agreement, (B) pays the full purchase price for the Series Shares such Person is acquiring, and (C) is listed as a Series Member in the records of the Company. The Manager may, but need not be, a Series Member. The Manager shall have the right to accept or reject the admission of any Person as a Series Member, acting in its sole discretion. Since the offering of Series Shares may remain open until the Issuance Limit of such Series Shares are sold, and there may be multiple closings as set forth in Section 3.1(c)(ii), additional Series Members may be added from time to time, including Series Members that purchase Series Shares in a secondary trading market operated by a registered broker-dealer engaged by the Manager. The Manager must consent to the addition of new Series Members and such Series Members may only be admitted in accordance with this Section 4.1(a)(ii). The name and address of each Series Member admitted to a Series shall be set forth in the records of the Company.
The Series. 2.1 Producer shall pay all costs incurred in connection with the production of the Pilot and the Series. Producer acknowledges and agrees that delivery of the Pilot and the Series and all Series Materials to IPG by the applicable Delivery Date or upon the applicable Delivery Schedule is of the essence of this agreement.
2.2 IPG shall have the right to creative and editorial input throughout, and joint approval with Producer, over all aspects and phases of the pre-production, production, post production and editorial completion of the Pilot and the Series (the "Production Activities"), including, without limitation, scripts, rough cuts, fine cuts, music, graphics, on-air talent, voice-over talent, production personnel and changes to the Production Budget and/or Schedule other than those which are minor in nature. IPG shall have the final edit of the series, so long as any changes required at the final edit do not increase the budget attached hereto. At its option, IPG shall have the right to have a representative present during the Production Activities. IPG shall designate one or more persons who shall be IPG's representative(s) for the production of the Pilot and the Series and all IPG approvals required herein. Any IPG approvals required herein shall be exercised within five (5) business days of IPG's receipt of the items to be approved.
2.3 The Pilot and the Series shall be delivered to IPG free and clear of any and all liens, claims, charges, security interests, licenses, use agreements, collective bargaining agreements, residual or reuse obligations and any other encumbrances of any type whatsoever subject only to the provisions of paragraph 2.3.1 below.
2.4 Producer will obtain written releases from any person appearing in or providing material for inclusion in the Pilot and the Series, including a waiver of droit morale, whereby such person consents to use of his or her name, voice or likeness, and/or his or her materials, in the Series, and in publicity concerning the Pilot and the Series and IPG.
2.5 Producer will obtain all rights in any and all pre-existing elements, including, without limitation, pre-recorded film and video footage, music (including performance rights) and photographs, licensed for inclusion in the Pilot and the Series necessary to permit IPG to exercise its rights hereunder.
The Series. 5 Class A Definitive Seventh Issuer Notes issued on the Seventh Issuer Closing Date may be exchanged for a Series 5 Class A Global Seventh Issuer Note in the circumstances and in the manner set forth in the Conditions, the Seventh Issuer Paying Agent and Agent Bank Agreement and Clause 5 of the Seventh Issuer Trust Deed.
The Series. 3.1 The Fund and Xxxxxxx shall make available shares of the Series as the underlying investment media for Hartford Contract Owners.
3.2 Xxxxxxx shall bear the costs of, and subject to review by Hartford, shall have, or shall cause the Fund and the Series to assume, the primary responsibility for:
3.2.1 Registering the Fund with SEC including a separate prospectus for the Series which does not reference the other seven series of the Fund. The costs of printing and distributing such prospectus to Hartford Contract Owners shall be borne by Hartford as provided in Section 2.6.5 above.
3.2.2 Preparing, producing and maintaining the effectiveness of such registration statements for the Fund as are required under federal and state securities laws, and clearing such registration statements through the SEC and pursuant to the securities laws and regulations in each state in which the contracts are offered;
The Series. 1997-1 Notes shall be ----------- designated generally as the Note Issuer's Notes, Series 1997-1 and further denominated as Classes A-1 through A-7.
The Series. 2 Class A Seventh Issuer Notes (after converting the relevant portion of the Seventh Issuer Principal Receipts into Dollars at the Dollar Currency Swap Rate applicable to the Series 2 Class A Seventh Issuer Notes);
The Series. 1 FON Stock and Series 1 PCS Stock issuable upon conversion of the Class A Stock to be issued pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange, or if not so approved, shall have been approved for listing on the American Stock Exchange or approved for quotation on the National Association of Securities Dealers Automated Quotations National Market System subject to official notice of issuance.
The Series. A Notes shall be unsecured and unsubordinated obligations of the Company ranking pari passu with all other unsecured and unsubordinated indebtedness of the Company.
The Series. Simultaneously with the execution of this Agreement, there shall be created a Series for each Member State with the name set forth on Schedule I. If and when any additional Member State is hereafter added through amendment of this Agreement pursuant to Section 10.1, a Series shall be created for such Member State and Schedule I shall be updated accordingly. All assets received by the Administrator or the Trust relating to a Member State, together with all assets in which such assets may be invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for in the records of the related Series separately from the other assets of the Trust and every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a particular Series shall belong only to that Series for all purposes, and to no other Series or the Trust, subject only to the rights of creditors of that particular Series. The assets belonging to a Series shall be so recorded upon the books of such Series, and shall be held by the Administrator for the benefit of the related Member Plan. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. If any assets, income, earnings, profits, and proceeds thereof, funds, payments, or general liabilities, expenses, costs, charges or reserves of the Trust are not identifiable, after due diligence, as belonging to any particular Series, they shall be allocated, or charged as determined by the unanimous decision of the Member States. In the event the Member States do not reach a unanimous decision, the allocation or charge shall be determined proportionately, using the proportion of the assets in each Series to the total assets of the Trust on a date that is mutually agreed upon by the Member States. The Administrator shall implement such allocation or charge based on either the decision of the Member States or such proportional method. Without limiting the foregoing, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust...
The Series. 2022-1 Supplement shall have been duly executed and delivered by the Master Issuer, the 2022-1 Securities Intermediary and the Trustee, the Notes shall have been duly executed and delivered by the Master Issuer and duly authenticated by the Trustee (or registered in the case of Uncertificated Notes), and the Administrative Agent shall have received duly executed copies thereof.
