Transfer and Administration Agreement Sample Clauses

Transfer and Administration Agreement. Amend, modify or change the definition of Eligible Receivables as set forth in the Transfer and Administration Agreement as it exists on the Closing Date.
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Transfer and Administration Agreement. (i) The parties hereto agree that on and after the Closing Date (as defined in the Framework Agreement) Capital One shall be the successor to World’s Foremost Bank under the Transfer and Administration Agreement. (ii) The parties hereto agree that (A) prior to the Closing Date (as defined in the Framework Agreement), references to “World’s Foremost Bank” in the Transfer and Administration Agreement, including all obligations, benefits and requirements thereof, shall relate to such entity, and (B) on and after the Closing Date (as defined in the Framework Agreement), references to “World’s Foremost Bank” in the Transfer and Administration Agreement, including all obligations, benefits and requirements thereof, shall relate to Capital One, as successor to World’s Foremost Bank, in each case unless otherwise specified herein or in the Framework Agreement or applicable Purchase Agreement. (iii) Capital One, as successor to WFB, confirms and agrees to be bound by the terms of the Transfer and Administration Agreement in the same manner as WFB, as predecessor Servicer and Administrator, was bound thereunder prior to the Closing Date (as defined in the Framework Agreement).
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Transfer and Administration Agreement. (i) Satisfaction of the applicable provisions of Section 20 (Amendments) with respect to the amendments contemplated hereby. (ii) Satisfaction of and compliance with applicable provisions of Section 21 (Successors and Assigns) with respect to the assignment and assumption contemplated hereby and by the Framework Agreement and applicable Purchase Agreement.
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Transfer and Administration Agreement. (i) The parties hereto that are also parties to the Transfer and Administration Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Administrator, shall be the successor by merger to COBNA, in its capacity as the Original Administrator, under the Transfer and Administration Agreement. (ii) The parties hereto that are also parties to the Transfer and Administration Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and “Capital One Bank” in the Transfer and Administration Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein. (iii) CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Transfer and Administration Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.
Sample 1
Transfer and Administration Agreement. (i) delivery of counterparts of this Agreement duly executed by the parties hereto; and (ii) COBNA has been merged with and into CONA.
Sample 1

Related to Transfer and Administration Agreement

  • COLLECTION AND ADMINISTRATION 42 5.1 Borrower's Loan Accounts ............................................................. 42 5.2 Statements ........................................................................... 42 5.3

  • Management and Administration 5.1 TxDOT Responsibility for Policy Decisions

  • Financial, Accounting, and Administrative Services The Manager shall maintain the existence and records of the Corporation; maintain the registrations and qualifications of Fund Shares under federal and state law; monitor the financial, accounting, and administrative functions of the Fund; maintain liaison with the various agents employed by the Corporation (including the Corporation’s transfer agent, custodian, independent accountants and legal counsel) and assist in the coordination of their activities on behalf of the Fund.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Transfer and Reassignment An academic staff member may, by agreement between the member and the University, be assigned to a new academic unit (Article 13.

  • Files Management and Record Retention relating to Grantee and Administration of this Agreement a. The Grantee shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by Florida Housing under this Agreement. b. Contents of the Files: Grantee must maintain files containing documentation to verify all funds awarded to Grantee in connection with this Agreement, as well as reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by Grantee in connection with this Agreement. Grantee must also keep files, records, computer files, and reports that reflect any compensation it receives or will receive in connection with this Agreement.

  • Management and Administrative Services The Investment Adviser shall perform, or arrange for its affiliates to perform, the management and administrative services necessary for the operation of the Fund, including administering shareholder accounts and handling shareholder relations. The Investment Adviser shall provide the Fund with office space, facilities, equipment and necessary personnel and such other services as the Investment Adviser, subject to review by the Board of Directors, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Investment Adviser generally shall monitor the Fund's compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws. The Investment Adviser shall make reports to the Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable.

  • FUND ADMINISTRATION SERVICES BNY Mellon shall provide the following fund administration services for each Fund, Series and class:  Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;  Coordinate a Fund’s annual audit and respond timely and completely to related requests;  Cooperate with each Fund’s independent auditors;  Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and  If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Xxxxxxxx-Xxxxx Act of 2002 or under any other law, rule or regulation. BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

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