Transfer of Customer Accounts Sample Clauses

Transfer of Customer Accounts. 2.2.1 In the event Legacy has determined that a bulk transfer of Accounts would be permitted by NASD Rules, and Legacy and Multi-Financial elect to transfer Accounts in bulk from Legacy to Multi-Financial, then as soon as possible after the Closing Date, Legacy and Multi-Financial shall in cooperation with each other and with each party’s respective clearing agent prepare a form of Negative Response Letter ("Negative Response Letter"). In the event that Legacy and Multi-Financial elect to transfer Accounts on an account-by-account basis via ACAT transfer, Legacy will obtain any necessary Customer consent to transfer the Accounts to and share information with Multi-Financial as necessary to facilitate this process. In either case, the Negative Response Letter shall comply with all applicable NASD Rules and shall inform Customers of the method in which their Accounts are being transferred to Multi-Financial. The parties acknowledge that as of the Closing Date, Multi-Financial will begin communicating with Legacy’s clearing agent as appropriate, and Legacy shall instruct its clearing agent to cooperate with Multi-Financial and Pershing, LLC, the clearing firm for Multi-Financial (“Pershing”) regarding the Transferred Representatives, the Accounts and the Customers. 2.2.2 As soon as possible after the Closing Date, the parties shall cooperate in obtaining NASD review of and in the mailing of the Negative Response Letters to all Customers with Accounts held at Legacy’s clearing agent. Upon receipt of the required consent, approval or waiver from the Customers (“Consent”) or the expiration of the applicable waiting period, as applicable, Xxxxx and Legacy shall cooperate with Pershing and shall take, and shall provide written instructions to its clearing agent to cooperate with Pershing and take, all actions necessary to transfer the Legacy Transferred Accounts (as defined below) to Multi-Financial as of the agreed upon date and provide the Legacy Transferred Account information to Pershing. 2.2.2.1 For all advisory accounts maintained by Legacy, as soon as possible after the Closing Date, Legacy will use its best efforts to cause all Customers with advisory relationships to execute all required documentation to cause the advisory account to be initiated and maintained at Multi-Financial. 2.2.2.2 The parties understand that Accounts and Customers not satisfying documentation requirements for transfer, including all advisory accounts and Accounts failing to comple...
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Transfer of Customer Accounts. In consideration for the sale of the Shares and in connection with the termination of the PERS Agreement, the Company hereby transfers the Customer Accounts (as defined in the PERS Agreement) and any uncollected accounts receivable relating to such Customer Accounts to Seller. Seller acknowledges and agrees that the Company (a) is making no representation, warranty or covenant regarding the Customer Accounts or such accounts receivable or the status or collectability of any such accounts receivable or any other amounts owed under the Customer Accounts, (b) shall have no liability to Seller or otherwise in the event of non-payment, underpayment, or late payment of any such accounts receivable or any other amounts owed under the Customer Accounts, and (c) shall have no further rights or obligations under or with respect to such Customer Accounts, such accounts receivable, or any other amounts owed under the Customer Accounts. Further, Seller acknowledges and agrees that (y) Seller has no right, title or interest in or to any amounts 4820-4970-2750.11 collected by the Company prior to the date of this Agreement with respect to or under such Customer Accounts, accounts receivable, or otherwise, and (z) no amounts previously collected by the Company will be remitted to Seller.
Sample 1
Transfer of Customer Accounts. Seller shall electronically transfer to Buyer the client accounts of the non-objecting clients of the Employees. Following receipt of regulatory approval of the NASD, or at such earlier time as Seller and Buyer may agree, Seller and Buyer shall take such action as may be required to initiate the electronic, negative transfer of such client accounts, including without limitation, sending notice to such clients.
Sample 1
Transfer of Customer Accounts. All customer accounts of LBI (other than customer who are Affiliates of LBI) shall be transferred to Purchaser. In connection therewith, Purchaser shall receive (i) for the account of the customer, any and all property of any customer, including any held by or on behalf of LBI to secure the obligations of any customer, whose account(s) are being transferred to Purchaser as part of the Business and (ii) to the extent permitted by applicable law, and as soon as practicable after the Closing, $769 million of securities, as held by or on behalf of LBI on the date hereof pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934, as amended, or securities of substantially the same nature and value. Liabilities arising under Seller’s arrangements with DTC and its affiliated clearing organizations shall be Excluded Liabilities.
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Transfer of Customer Accounts. The Buyer agrees it will not impose any charge or seek reimbursement of any expenses from any customers that request to be transferred from the Buyer to another firm for a period of three months following the transfer to the Buyer of the accounts.
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Transfer of Customer Accounts. (1) Immediately upon the execution of this Agreement, the parties shall use their best efforts to establish a clearing agreement with Spear Leeds Xxxxxxx, Inc. ("SLK") with Buyer as introducing broker. The parties shall also use their best efforts to obtain SLK's consent and/or cooperation to transfer the Customer Accounts from Seller to Buyer by means of a "Tape- to-Tape" procedure for electronic transfer in bulk as of a certain date. (2) As soon as practical after such a clearing agreement has been entered into, and subject to any approvals deemed required pursuant to Article VI hereof, Seller shall communicate with all customers under Customer Accounts and inform them of the need to transfer their account out of Seller, and advising them, by such written communication as shall be approved by Buyer and Seller, to transfer their accounts to Buyer. Seller shall provide all such customers with all forms and information necessary to facilitate such a transfer, including ACAT forms. Subject to SLK's approval, Seller shall also provide appropriate notice indicating that an electronic transfer is to take place. (3) Upon receipt of any such forms from such customers (and absent any material deficiencies as provided for by applicable securities industry rules and regulation), Seller shall immediately (a) validate the transfer instruction and return the transfer instruction to Buyer with an appropriate attachment indicating all securities positions, any safekeeping positions, and any money balance in the account as shown on the books of the carrying member, and (b) give such instructions as may be necessary to SLK to complete the transfer, provided that, in consultation with Buyer, Seller may delay transfer instructions so that Customer Accounts may be aggregated to facilitate electronic transfer in bulk.
Sample 1

Related to Transfer of Customer Accounts

  • Customer Accounts The Bank agrees to establish and maintain the following accounts (“Accounts”): (a) A custody account in the name of the Customer (“Custody Account”) for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer (“Securities”); and (b) A deposit account in the name of the Customer (“Deposit Account”) for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check. The Customer warrants its authority to: 1) deposit the cash and Securities (“Assets”) received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. The Bank may deliver securities of the same class in place of those deposited in the Custody Account. Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement.

  • User Accounts End User shall ensure that only Authorized Users can access the Services. User accounts may not be shared among individuals or used to provide access to the Services to individuals who are not the individual associated with the corresponding user account.

  • Establishment of Custodial Accounts; Deposits in Custodial Accounts The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds deposited in the Custodial Account may be drawn on by the Seller in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit C hereto. The original of such letter agreement shall be furnished to the Purchaser on the initial Closing Date, and upon the request of any subsequent Purchaser. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to each Cut-off Date, or received by it prior to such Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before such Cut-off Date: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate; (iii) all Liquidation Proceeds; (iv) any amounts required to be deposited by the Seller in connection with any REO Property pursuant to Section 4.13 (including REO Disposition Proceeds); (v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law; (vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Accepted Servicing Practices the loan documents or applicable law; (vii) any Monthly Advances; (viii) all proceeds of any Mortgage Loan repurchased or otherwise collected in accordance with Article III and Section 2.07; (ix) any amounts required to be deposited by the Seller pursuant to Section 4.10 in connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the Seller’s own funds, without reimbursement therefor; (x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02: (xi) with respect to each Principal Prepayment, an amount (to be paid by the Seller out of its own funds without reimbursement therefor) which, when added to all amount allocable to interest received in connection with such Principle Prepayment, equals one month’s interest on the amount of the principal so prepaid at the Mortgage Loan Remittance Rate provided, however, that in no event shall the aggregate of deposits made by the Seller pursuant to this clause (xi) exceed the aggregate amount of the Servicing Fee in the calendar month in which such deposits are required. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Seller in the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Seller and the Seller shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv).

  • Establishment of Custodial Account; Deposits in Custodial Account The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.

  • Depository Accounts Except to the extent that Manager has not complied with its obligations under Sections 2.4 and 5.2, Owner and Manager agree that Manager shall have no liability for loss of funds of Owner contained in the bank accounts for the Property maintained by Owner or Manager pursuant to this Agreement due to insolvency of the bank or financial institution in which its accounts are kept, whether or not the amounts in such accounts exceed the maximum amount of federal or other deposit insurance applicable with respect to the financial institution in question.

  • Establishment of and Deposits to Custodial Account The Servicer shall segregate and hold all funds collected and received pursuant to the Mortgage Loans separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit or demand accounts, titled "[Servicer] in trust for [Owner], owner of Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors" (provided, in the event that this Agreement is assigned to a third party, the Custodial Account(s) shall be reestablished in trust for such Assignee). The Custodial Account shall be established with a Qualified Depository acceptable to the Owner. Any funds deposited in the Custodial Account shall at all times be fully insured to the full extent permitted under applicable law. Funds deposited in the Custodial Account may be drawn on by the Servicer in accordance with Section 3.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form of Exhibit C hereto. A copy of such letter agreement shall be furnished to the Owner and, upon request, to any subsequent owner of the Mortgage Loans. The Servicer shall deposit in the Custodial Account within 48 hours of receipt, and retain therein, the following collections received by the Servicer and payments made by the Servicer after the related Closing Date, other than payments of principal and interest due on or before the Cut-off Date, or received by the Servicer prior to the Cut-off Date but allocable to a period subsequent thereto: (i) all payments on account of principal on the Mortgage Loans, including all Principal Prepayments; (ii) any amounts received from the Originator in connection with the repurchase of any Mortgage Loan; (iii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate; (iv) all Liquidation Proceeds; (v) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.12 (other than proceeds to be held in the Escrow Account and applied to the restoration and repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 3.17) and Section 3.17; (vi) all Condemnation Proceeds that are not applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor; (vii) any amount required to be deposited in the Custodial Account pursuant to Sections 3.01, 3.10, 4.03, 5.01 or 5.02; (viii) with respect to each Principal Prepayment in full or in part, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer's own funds, without reimbursement therefor up to a maximum amount per month of the Servicing Fee actually received for such month for the Mortgage Loans; and (ix) any amounts received with respect to or related to any REO Property or REO Disposition Proceeds. The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (a) Servicing Fees which are payable solely from the interest portion of Monthly Payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or (b) Ancillary Income, need not be deposited by the Servicer into the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 3.05. Additionally, any other benefit derived from the Custodial Account associated with the receipt, disbursement and accumulation of principal, interest, taxes, hazard insurance, mortgage blanket insurance, etc. shall accrue to the Servicer.

  • Inactive and Dormant Client Accounts 18.1. If the Client Account is inactive for three (3) months or more (i.e. there is no trading, no open positions, no withdrawals or deposits), it will be charged a monthly maintenance fee. The fee will equal 10 units of the account currency and will be charged on the first day of the month following the three (3) months of inactivity. 18.2. If the Client Account is inactive for one year or more, and after notifying the Client in its last known address, the Company reserves the right to close the Client Account and render it dormant. Money in the dormant account shall remain owing to the Client and the Company shall make and retain records and return such funds upon request by the Client at any time thereafter.

  • Transfer of Accounts The Seller may transfer the Custodial Account or the Escrow Account to a different depository institution from time to time. Such transfer shall be made only upon obtaining the consent of the Purchaser, which consent shall not be unreasonably withheld. In any case, the Custodial Account and Escrow Account shall be Eligible Accounts.

  • Processing of Customer Personal Data 3.1 UKG will: 3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and 3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data. 3.2 Customer hereby: 3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement. 3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and 3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law. 3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).

  • Set Up Accounts (a) Bank shall establish and maintain the following accounts ("Accounts"): (i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and (ii) an account in the name of Customer ("Cash Account") for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account. (b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. (c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code ("UCC"), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a "securities account" with Bank for and in the name of such Fund and shall treat all such assets other than cash as "financial assets" as those terms are used in the UCC.

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